Who owns IP created by a contractor?

By default in Dutch law the contractor often keeps copyright unless it is assigned in writing. Clients should require an express assignment of all deliverable IP.

Can an employee's work-related IP belong to the employer?

Under Dutch copyright law, if an employee creates a work in the performance of their duties, the employer is deemed the maker (article 7 Aw) and owns the copyright. For patents and software inventions the rules differ, so explicit employment contract clauses are important.

What are "moral rights" and do they affect IP transfers?

Moral rights (persoonlijkheidsrechten) protect the author's connection to their work, such as the right to be named and to object to distortion. Under Dutch law they cannot be fully transferred, only waived in certain respects, which can limit how a client uses transferred work.

What is the difference between an IP assignment and an IP license?

An assignment permanently transfers ownership; after assignment the original owner has no IP rights unless a license back is granted. A license is permission to use without transferring ownership, so the licensor retains the underlying right.

Does open-source software in a product affect its IP ownership?

Yes. Some open-source licenses (copyleft, e.g. GPL) require that derivative works also be open-sourced, which can prevent a client from owning the product as proprietary software. Checking open-source licence obligations before incorporating components is essential.

Intellectual property

Legally protected creations of the mind such as patents, trademarks, and copyright.

Definição

Intellectual property (IP) covers intangible creations protected by law, including copyright, patents, trademarks, designs, and trade secrets, giving the owner exclusive rights to use and exploit them. Contracts must state who owns IP created during the relationship and what rights, if any, are licensed or transferred. Without express terms, default ownership rules (for instance, that a contractor generally retains copyright unless assigned) can produce unexpected results.

Exemplo

A design agency's contract assigns all IP in deliverables to the client on full payment, while the agency keeps its pre-existing tools.

Porque é um risco para a empresa

IP ownership disputes are among the most damaging contract failures because the affected asset is often a core product or brand. Companies that do not obtain an express written IP assignment from contractors or employees risk discovering that a key piece of software, design, or content belongs to someone else. Similarly, granting an overly broad IP license can give a counterparty rights that far exceed what the deal intended.

Como gerir

Include an express written assignment of all IP created under the contract: "agrees to assign" is not enough; use "hereby assigns".
Define pre-existing IP (background IP) and confirm that the contractor keeps it but grants a license to use it in the deliverables.
Tie the IP assignment to full payment: ownership transfers only when the client has paid, which incentivises timely payment.
Check that any third-party components (open source, stock images) used in the deliverables are licensed in a way compatible with how the client wants to use them.

Referências jurídicas

Auteurswet (Aw) Dutch Copyright Act

Salvo indicação em contrário, as referências remetem para o direito neerlandês (Burgerlijk Wetboek, o Código Civil neerlandês); os instrumentos da UE, como o RGPD, aplicam-se em toda a UE. Esta é informação geral, não constitui aconselhamento jurídico. Outras jurisdições tratam estes conceitos de forma diferente. Verifique o texto em vigor e a sua situação com um advogado qualificado.

Perguntas frequentes

Questões comuns sobre este termo.