Contract Guide

IP Ownership Clause: Who Owns the Work?

Without a clause stating otherwise, ownership of creative or technical work can be genuinely ambiguous, this is the term that settles it before it becomes a dispute.

The default isn't always what you'd assume

In the US, a freelancer typically retains copyright in what they create unless a contract explicitly transfers it (this differs from "work made for hire" arrangements, which have their own legal definition and don't apply automatically just because someone paid for the work). That means without a clause, a client who paid for a logo, a website, or written copy may not actually own the rights to it, which is exactly the kind of thing that turns into a dispute months later.

The two common structures

StructureWhat it means
Full transfer on paymentClient owns everything outright once the final invoice is paid
License, not transferFreelancer keeps ownership; client gets a license to use the work for its intended purpose

Full transfer is the most common for client-facing deliverables like logos, websites, and marketing copy. A license arrangement is more common when a freelancer wants to reuse elements of the work (a code library, a design template) across multiple clients.

How to word it

For a full transfer: "Upon receipt of final payment, all rights, title, and interest in the deliverables transfer to Client. Freelancer retains the right to display the work in a portfolio unless otherwise agreed." That last sentence matters, it's easy to forget and it's something most clients are happy to grant.

Don't forget the portfolio carve-out

If you want to show the work you did, say so in the contract. Some clients (especially ones under NDA-heavy industries) will say no, better to know that before you finish the project than after you've already used it in a pitch.

Add it to your contract

The Ledgerline contract builder lets you add an IP ownership clause directly to the agreement before you send it.

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