Intellectual property clause

Definition

An intellectual property clause determines who owns the IP created during a project, what background IP each party brings, and what licences are granted over both. Without a clear clause, default rules can leave a paying client with only a licence rather than ownership of bespoke work. Good drafting distinguishes background, foreground, and third-party IP and addresses moral rights and assignment.

Example

The intellectual property clause assigns all software developed under the project to the client, while the agency keeps its pre-existing libraries.

Why this is a business risk

A client that assumes it owns work it paid for, but is actually only licensed to use it, discovers the problem most acutely when the supplier relationship ends or becomes hostile: the client cannot move the work to a new supplier without consent. For agencies and developers, an unclear IP clause may inadvertently transfer ownership of reusable tooling or proprietary methods, limiting what can be offered to future clients.

How to manage it

• Before signing, clarify whether you need ownership or whether a broad licence is sufficient for your intended use.
• List background IP brought by each party explicitly to avoid later disputes about what was "pre-existing".
• Under Dutch law, assignment of copyright must be in writing (Aw art. 2); ensure the contract contains the required deed of assignment.
• Address third-party IP (open-source software, stock assets): confirm licensing terms are compatible with your intended use.
• Ensure the clause survives termination so IP ownership is unaffected if the contract ends early.

Legal references

• Aw art. 2 Copyright Act: assignment by deed Dutch law
• BW 3:83 Dutch Civil Code: transferability Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.