IP reference: each side keeps pre-existing IP; services deliverables assigned to the customer on payment with provider background-tools license-back, subscription deals retaining provider ownership, on the fixed schema. Read when reviewing IP ownership, licenses, or work-product terms.
Intellectual property
Topic: Intellectual property — ownership, licenses, work product, feedback.
Contract type: Services and subscription agreements; weighting differs by
type as noted below.
Jurisdiction: US commercial market; verify against the matter's
jurisdiction pack (joint-ownership defaults differ by jurisdiction). Positions
are firm-configurable defaults overridable via .dochaus/profile.md.
Preferred
Each party retains its pre-existing IP and anything developed outside the engagement. In services deals, deliverables and work product are assigned to the customer on full payment, with the provider retaining its background tools and generalized know-how under a license to the customer broad enough to use the deliverables. In subscription deals, the provider retains the service IP and the customer retains its data, granting the provider only the license needed to operate and support the service. Feedback may be used by the provider without obligation, limited to product improvement.
Each party retains all right, title, and interest in and to its intellectual
property existing prior to this Agreement or developed independently of it.
Upon full payment, Provider assigns to Customer all right, title, and
interest in the Deliverables, excluding Provider Background IP, which
Provider licenses to Customer on a non-exclusive, perpetual, royalty-free
basis solely as incorporated in the Deliverables. Customer retains all
right, title, and interest in Customer Data and grants Provider a license to
process Customer Data solely to provide and support the Service.
Off-market variants to watch. Provider/licensor-favorable: provider owns all work product the customer paid for, with only a terminable license back; license to customer data or feedback "for any purpose," perpetual and irrevocable; assignment of customer-made improvements to the provider's IP. Customer/licensee-favorable: assignment of the provider's pre-existing or background IP, not just deliverables; "work made for hire plus assignment" sweeping in the provider's reusable tools; joint ownership demanded with no exploitation, accounting, or enforcement rules.
Fallbacks (ordered)
- Offer when the provider reuses substantial components across clients: deliverables licensed (perpetual, irrevocable, paid-up) instead of assigned.
- Offer when the provider wants product-feedback rights: feedback license accepted if limited to product improvement and stripped of any claim to the customer's underlying confidential information.
- Offer when the counterparty insists on shared ownership: joint ownership accepted only with express terms — each owner may exploit without accounting, neither may enforce or encumber without the other's consent (note default joint-ownership rules differ by jurisdiction).
Walk-away floor
Assignment of pre-existing or background IP, or an any-purpose perpetual data license.
Escalation trigger
At or below the floor, do not concede. Route to the supervising lawyer for
the matter (or the .dochaus/profile.md Escalation Rules contact) before
ceding ownership of background IP or paid-for work product.
Rationale: IP clauses misallocate value silently; the ownership default for paid-for work and the scope of data/feedback licenses are the terms most often broader than the deal requires.