Intellectual property rights clause: Copy, customize, and use instantly
Introduction
An intellectual property rights clause explains how intellectual property (IP) in a contract will be managed. Intellectual property refers to creations like inventions, designs, software, trademarks, and written or artistic works.
This clause covers who owns the IP, how it can be used, and any licensing agreements. It’s essential in contracts involving creative work, technology, or confidential information, as it helps protect both parties and avoid misunderstandings.
Below are templates for intellectual property rights clauses designed for different situations. Choose the one that fits your needs, customise it, and include it in your contract.
Ownership retained by creator clause
This clause ensures the party creating the IP retains ownership.
All intellectual property created by [insert party] in connection with this agreement will remain the sole property of [insert party]. The other party will have no rights to such intellectual property except as expressly provided in this agreement.
Ownership transferred to client clause
This clause transfers ownership of IP created under the agreement to the client.
All intellectual property created by [insert party] under this agreement will become the sole property of [insert client]. [Insert party] waives any rights, including moral rights, to such intellectual property upon full payment by [insert client].
Joint ownership clause
This clause assigns equal ownership of IP to both parties.
Any intellectual property created jointly by the parties under this agreement will be owned equally by both parties. Each party may use the jointly owned intellectual property for any purpose, provided it does not infringe on the other party’s rights under this agreement.
Limited license to use clause
This clause grants a party limited rights to use the IP.
[Insert party] grants [insert other party] a non-exclusive, non-transferable license to use the intellectual property created under this agreement solely for the purposes outlined in this agreement. All other rights remain with [insert party].
Perpetual license clause
This clause provides ongoing usage rights to one party.
[Insert party] grants [insert other party] a perpetual, non-exclusive license to use, reproduce, and distribute the intellectual property created under this agreement for [insert purpose]. Ownership of the intellectual property remains with [insert party].
Restrictions on use clause
This clause limits how the IP can be used by the other party.
[Insert party] retains ownership of all intellectual property created under this agreement. [Insert other party] is prohibited from reproducing, distributing, or sublicensing the intellectual property without prior written consent from [insert party].
Background IP protection clause
This clause ensures pre-existing IP remains with its original owner.
Any intellectual property owned by a party prior to entering into this agreement will remain the sole property of that party. Nothing in this agreement transfers or grants rights to such pre-existing intellectual property unless expressly stated.
IP created during collaboration clause
This clause addresses ownership of IP developed collaboratively.
All intellectual property created as a result of collaboration between the parties will be owned jointly by the parties unless otherwise agreed in writing. Each party retains the right to use the collaboratively created IP for purposes consistent with this agreement.
Third-party IP usage clause
This clause permits the use of third-party intellectual property.
Each party represents that it has the necessary rights to use any third-party intellectual property included in its performance under this agreement. The parties agree to obtain all required permissions for such use.
Exclusive license clause
This clause grants exclusive rights to use IP.
[Insert party] grants [insert other party] an exclusive, non-transferable license to use, reproduce, and distribute the intellectual property created under this agreement for [insert purpose]. Ownership of the intellectual property remains with [insert party].
Reserved rights clause
This clause allows the creator to retain certain usage rights.
[Insert party] retains all rights to use the intellectual property created under this agreement for [insert specific uses, e.g., educational purposes, portfolio display], provided such use does not interfere with [insert other party]’s rights under this agreement.
Confidential IP clause
This clause ensures the confidentiality of proprietary intellectual property.
All intellectual property shared under this agreement is considered confidential and may not be disclosed, reproduced, or used for any purpose outside the scope of this agreement without prior written consent from the owner.
Open-source IP clause
This clause addresses open-source elements in the agreement.
Any open-source intellectual property used in connection with this agreement will remain governed by the terms of the applicable open-source license. [Insert party] represents that such use complies with all applicable license requirements.
Assignment of developed IP clause
This clause transfers ownership of IP created under the agreement.
All intellectual property developed by [insert party] in the course of performing this agreement is hereby assigned to [insert other party] upon creation. [Insert party] agrees to execute any documents necessary to perfect this transfer of rights.
Work-for-hire IP clause
This clause specifies that IP created is automatically owned by the client.
Any intellectual property created by [insert party] under this agreement will be considered “work-for-hire” and will become the exclusive property of [insert other party] upon creation, unless otherwise stated in writing.
IP reversion clause
This clause allows IP ownership to revert to the creator under specific circumstances.
In the event this agreement is terminated, any intellectual property created by [insert party] that has not been fully paid for will revert to [insert party]. [Insert other party] will have no further rights to such intellectual property.
Non-commercial license clause
This clause limits the use of IP to non-commercial purposes.
[Insert party] grants [insert other party] a non-exclusive, non-transferable license to use the intellectual property created under this agreement solely for non-commercial purposes, such as research or education.
Exclusivity limitation clause
This clause ensures the IP owner can still use the IP for other purposes.
While [insert other party] is granted an exclusive license to use the intellectual property for the purposes outlined in this agreement, [insert party] retains the right to use the intellectual property for any other purpose unrelated to this agreement.
Residual rights clause
This clause allows parties to retain general knowledge or skills from the project.
Nothing in this agreement prevents [insert party] from using general knowledge, skills, or experience gained while performing under this agreement, provided it does not include confidential or proprietary intellectual property of [insert other party].
IP development clause
This clause specifies rights to improvements or modifications of IP.
Any improvements or modifications to existing intellectual property made during the term of this agreement will belong to [insert party] unless otherwise agreed in writing. [Insert other party] is granted a license to use such improvements as outlined in this agreement.
Term-limited license clause
This clause restricts the duration of a license to use IP.
[Insert other party] is granted a non-exclusive license to use the intellectual property created under this agreement for a term of [insert time period]. Upon expiration of this term, all rights revert to [insert party].
Revocable license clause
This clause allows the IP owner to revoke usage rights under specific conditions.
[Insert other party] is granted a license to use the intellectual property created under this agreement, which may be revoked by [insert party] upon [insert condition, e.g., non-payment, breach of agreement].
IP transfer on condition clause
This clause transfers ownership only after specific criteria are met.
Ownership of any intellectual property created under this agreement will transfer to [insert other party] only upon full payment of all amounts due under this agreement and compliance with all other terms.
Exclusive IP ownership with sublicensing clause
This clause grants one party ownership but allows the other to sublicense.
[Insert party] retains exclusive ownership of all intellectual property created under this agreement. However, [insert other party] is granted the right to sublicense the intellectual property for [specific purposes, e.g., distribution, resale].
Cross-license clause
This clause allows each party to use the other’s IP.
Each party grants the other a non-exclusive, royalty-free license to use its pre-existing intellectual property solely for purposes directly related to the performance of this agreement.
IP escrow clause
This clause places IP rights in escrow under certain conditions.
Any intellectual property created under this agreement will be placed in escrow and released to [insert other party] only upon [insert condition, e.g., project completion, payment].
Proportional ownership clause
This clause assigns ownership based on contribution.
Ownership of any intellectual property created under this agreement will be divided proportionally based on the parties’ respective contributions, as mutually agreed upon in writing.
Retained branding rights clause
This clause ensures the creator retains branding-related IP rights.
Notwithstanding any other provision in this agreement, [insert party] retains exclusive ownership of all branding-related intellectual property, including logos, trademarks, and design elements, created under this agreement. [Insert other party] is granted a license solely for the purposes outlined in this agreement.
Usage rights restricted by geography clause
This clause limits the use of IP to a specific region or territory.
[Insert other party] is granted a non-exclusive license to use the intellectual property created under this agreement only within [insert region/country]. Any use of the intellectual property outside this territory requires prior written consent from [insert party].
Derivative works ownership clause
This clause specifies ownership of adaptations or derivative works.
Any derivative works or adaptations of the intellectual property created under this agreement will be owned exclusively by [insert party], regardless of who creates the derivative works. [Insert other party] agrees not to create such works without prior written consent.
IP tied to project milestones clause
This clause links IP ownership to project completion.
Ownership of any intellectual property created under this agreement will transfer to [insert other party] upon the successful completion of [specific project milestone(s)]. Until such time, all rights remain with [insert party].
Moral rights waiver clause
This clause ensures the creator waives specific personal rights to IP.
[Insert party] waives all moral rights to the intellectual property created under this agreement, including the right to attribution or the right to prevent modifications, to the fullest extent permitted by law.
Royalty-based IP ownership clause
This clause ties IP rights to ongoing royalty payments.
Ownership of the intellectual property created under this agreement remains with [insert party]. [Insert other party] is granted a license to use the intellectual property, subject to the payment of royalties at [insert rate] per [unit/time period].
IP expiration clause
This clause sets a time limit for IP usage rights.
Any intellectual property rights granted under this agreement will expire [insert time period] after the termination of this agreement. Upon expiration, [insert other party] must cease all use of the intellectual property.
Pre-existing software exclusion clause
This clause excludes pre-existing software from the agreement.
This agreement does not transfer any rights to pre-existing software or code owned by [insert party]. Such software may only be used as expressly authorized under the terms of this agreement.
Non-compete IP use clause
This clause restricts the use of IP in competing businesses.
[Insert other party] agrees not to use the intellectual property created under this agreement in any business or venture that competes with [insert party] for a period of [insert time period].
Educational rights clause
This clause allows the creator to use IP for teaching purposes.
[Insert party] retains the right to use the intellectual property created under this agreement for educational purposes, including lectures, publications, and training materials, provided such use does not interfere with [insert other party]’s rights.
Legacy rights clause
This clause allows continued use of IP after the agreement ends.
[Insert other party] is granted a perpetual, non-exclusive license to use the intellectual property created under this agreement, even after the termination of the agreement, for [specific purposes].
Pre-approval for modifications clause
This clause requires permission before making changes to the IP.
[Insert other party] must obtain written approval from [insert party] before making any modifications, adaptations, or derivative works based on the intellectual property created under this agreement.
IP created for internal use only clause
This clause restricts IP use to the creating party’s operations.
All intellectual property created under this agreement is intended solely for the internal use of [insert party] and may not be shared, sold, or distributed externally without prior written consent.
Collaborative grant-funded IP clause
This clause addresses ownership in projects funded by external grants.
Any intellectual property created under this agreement in connection with [specific grant or funding source] will be jointly owned by the parties, subject to the terms and conditions of the grant provider.
Exclusive commercialization rights clause
This clause grants exclusive rights to commercialize the IP.
[Insert party] retains ownership of all intellectual property created under this agreement but grants [insert other party] the exclusive right to commercialize the intellectual property for [specific industry or purpose]. This exclusivity does not extend to uses unrelated to commercialization.
IP sharing for marketing purposes clause
This clause allows shared use of IP for marketing activities.
Both parties may use the intellectual property created under this agreement for marketing and promotional purposes, provided such use does not infringe on the other party’s rights or conflict with the terms of this agreement.
Expedited IP transfer clause
This clause ensures quick transfer of IP ownership.
Ownership of any intellectual property created under this agreement will transfer to [insert other party] within [insert time period] of its creation, provided all contractual obligations have been met.
Deferred IP assignment clause
This clause postpones the transfer of ownership.
Ownership of intellectual property created under this agreement will remain with [insert party] until [specific condition, e.g., project completion, payment], at which point it will be assigned to [insert other party].
Non-sublicensable IP clause
This clause explicitly prohibits sublicensing.
The intellectual property created under this agreement is licensed exclusively to [insert other party] for their use and may not be sublicensed, sold, or otherwise transferred to any third party without prior written approval from [insert party].
Open-ended improvements clause
This clause grants the creator ongoing rights to refine or improve the IP.
[Insert party] retains the right to make improvements, updates, or modifications to the intellectual property created under this agreement at any time, and these improvements will remain the sole property of [insert party].
Revenue-sharing IP clause
This clause ties IP ownership to revenue sharing.
Ownership of intellectual property created under this agreement will remain with [insert party], but [insert other party] is entitled to [insert percentage]% of all revenue generated from the intellectual property for a period of [insert time period].
IP co-development clause
This clause formalizes shared creation of intellectual property.
Any intellectual property created as a result of co-development under this agreement will be jointly owned by the parties. Each party will retain an equal right to use the intellectual property, subject to the terms outlined in this agreement.
Withdrawal rights clause
This clause allows one party to withdraw their contribution to the IP.
In the event of termination of this agreement, [insert party] may withdraw their contribution to the intellectual property, and [insert other party] agrees to cease use of the withdrawn elements immediately.
Exclusive performance rights clause
This clause grants exclusive rights for performance-based IP.
[Insert other party] is granted exclusive rights to perform, display, or otherwise showcase the intellectual property created under this agreement for [specific purpose, e.g., live events, exhibitions].
Contingency-based IP rights clause
This clause ties IP ownership to the success of a project.
Ownership of any intellectual property created under this agreement will transfer to [insert other party] only upon the successful completion of [specific contingency, e.g., funding milestone, market launch]. Otherwise, all rights remain with [insert party].
Vendor-specific IP clause
This clause limits IP use to a specific vendor or supplier.
The intellectual property created under this agreement may only be used in connection with services or products provided by [insert specific vendor/supplier]. Any use beyond this scope requires prior written approval.
Use-it-or-lose-it IP clause
This clause revokes unused rights after a set period.
[Insert other party] is granted rights to use the intellectual property created under this agreement but must actively utilize it within [insert time period]. Failure to do so will result in the reversion of all rights to [insert party].
Assignment upon bankruptcy clause
This clause addresses IP ownership in bankruptcy situations.
If [insert other party] enters bankruptcy or insolvency proceedings, ownership of the intellectual property created under this agreement will automatically revert to [insert party] to prevent unauthorized use or transfer.
Shared licensing for future projects clause
This clause allows shared IP for unrelated projects.
Both parties retain the right to use the intellectual property created under this agreement for unrelated future projects, provided such use does not conflict with the terms of this agreement or harm the other party’s interests.
IP with performance-based exclusivity clause
This clause ties exclusive IP rights to specific performance criteria.
[Insert other party] is granted exclusive rights to use the intellectual property created under this agreement, provided they meet the performance criteria outlined in [specific section of the agreement]. Failure to meet these criteria will result in a reversion of all exclusive rights to [insert party].
Government-regulated IP clause
This clause ensures compliance with laws specific to government contracts.
All intellectual property created under this agreement will be subject to [insert country] government regulations, including but not limited to [specific law, e.g., Federal Acquisition Regulation]. Ownership will remain with [insert party] unless otherwise mandated by law.
IP with limited-time exclusivity clause
This clause grants exclusivity for a specific period before reverting.
[Insert other party] is granted exclusive rights to the intellectual property created under this agreement for a period of [insert time period]. After this period, all rights revert to [insert party], and [insert other party] retains only a non-exclusive license.
Customization-only rights clause
This clause restricts IP rights to specific customizations.
[Insert other party] is granted rights to use only the customized aspects of the intellectual property created under this agreement. All underlying IP and related rights remain the sole property of [insert party].
IP for specific audience clause
This clause limits IP use to a defined audience or market.
The intellectual property created under this agreement may only be used for distribution to [specific audience/market]. Use beyond this defined scope requires prior written approval from [insert party].
Expiration-triggered public domain clause
This clause transfers IP to the public domain after a set time.
The intellectual property created under this agreement will automatically transfer to the public domain after [insert time period] unless otherwise agreed in writing by both parties.
IP indemnity with cooperation clause
This clause adds cooperation for resolving IP disputes.
[Insert party] agrees to indemnify [insert other party] for any claims arising from alleged infringement of intellectual property rights. Both parties agree to cooperate fully in resolving such disputes, including sharing relevant documents and participating in negotiations.
Multi-party ownership clause
This clause clarifies ownership when more than two parties are involved.
Intellectual property created under this agreement will be jointly owned by [insert all parties], with ownership percentages determined by their respective contributions. All decisions regarding the IP require unanimous agreement among the parties.
Exclusive region-specific IP clause
This clause grants exclusive rights within specific geographic regions.
[Insert other party] is granted exclusive rights to use the intellectual property created under this agreement within [specific region or country]. [Insert party] retains the right to use or license the intellectual property in all other regions.
Limited reproduction rights clause
This clause restricts how many copies of the IP can be made.
[Insert other party] is granted the right to reproduce the intellectual property created under this agreement, up to a maximum of [insert number] copies. Additional reproductions require prior written approval from [insert party].
Emergency-use IP clause
This clause allows temporary IP use in emergencies.
In the event of an emergency or unforeseen circumstance, [insert other party] is granted temporary rights to use the intellectual property created under this agreement, subject to written notification and approval from [insert party] within [insert time period].
Community-use IP clause
This clause grants limited IP rights for community or charitable use.
[Insert other party] is granted a non-exclusive license to use the intellectual property created under this agreement solely for community outreach or charitable activities. All other rights remain with [insert party].
Revocable co-ownership clause
This clause allows for the revocation of co-ownership under specific terms.
Intellectual property jointly owned under this agreement may be revoked by [insert party] if [insert other party] breaches the terms outlined in [specific section]. Upon revocation, all rights will revert to [insert party].
IP created for resale clause
This clause limits the use of IP specifically for resale.
All intellectual property created under this agreement may only be used for resale as outlined in [specific section]. Any other use requires prior written consent from [insert party].
Transfer upon dissolution clause
This clause addresses IP ownership if the agreement ends unexpectedly.
In the event of the dissolution of this agreement, all intellectual property rights will transfer to [insert party] upon written notice. [Insert other party] agrees to cease use and return all related materials immediately.
Time-bound co-creation clause
This clause establishes joint IP ownership for a specific period.
Intellectual property created collaboratively under this agreement will be jointly owned by the parties for a period of [insert time period]. After this period, ownership will revert to [insert party] unless otherwise agreed in writing.
IP for internal training clause
This clause restricts IP use to employee training purposes.
The intellectual property created under this agreement may only be used by [insert other party] for internal employee training and development purposes. Any external use requires prior written consent from [insert party].
Vendor-specific customization clause
This clause ensures IP rights for customizations remain with the vendor.
Any customization of intellectual property requested by [insert other party] will remain the sole property of [insert party]. [Insert other party] is granted a license to use the customization as part of the overall agreement.
IP with limited publication rights clause
This clause allows publication of IP only under certain conditions.
[Insert other party] is granted the right to publish the intellectual property created under this agreement only with prior written approval from [insert party] and only for the purposes outlined in this agreement.
Pre-existing patent exclusion clause
This clause protects patents owned before the agreement.
Any patents or related intellectual property owned by [insert party] prior to entering into this agreement will remain the exclusive property of [insert party]. Nothing in this agreement transfers or licenses such pre-existing rights.
Tiered IP access clause
This clause provides varying levels of IP access based on performance.
[Insert other party] will be granted incremental rights to the intellectual property created under this agreement based on achieving performance milestones, as outlined in [specific section]. Full ownership will be considered only upon reaching the final milestone.
Event-triggered exclusive use clause
This clause ties exclusive use rights to a specific event.
[Insert other party] is granted exclusive rights to the intellectual property created under this agreement if [specific event, e.g., product launch, regulatory approval] occurs. If the event does not occur, all rights revert to [insert party].
IP retained for future iterations clause
This clause ensures the creator retains rights to build upon the IP.
[Insert party] retains the right to use the intellectual property created under this agreement for the purpose of creating future versions, iterations, or improvements, even if ownership is transferred to [insert other party].
Limited competitive use clause
This clause restricts the use of IP in competitive contexts.
[Insert other party] is prohibited from using the intellectual property created under this agreement in any way that directly competes with [insert party]’s business or interests for a period of [insert time period].
Delegated licensing rights clause
This clause grants licensing rights to a third party.
[Insert party] may delegate the licensing of intellectual property created under this agreement to a third party, provided such delegation does not interfere with [insert other party]’s usage rights under this agreement.
Residual commercial rights clause
This clause allows the creator to commercially exploit the IP after the agreement ends.
After the termination of this agreement, [insert party] retains the right to commercially exploit the intellectual property created under this agreement, provided such exploitation does not conflict with [insert other party]’s prior rights.
License with capped use clause
This clause limits how extensively the IP can be used.
[Insert other party] is granted a license to use the intellectual property created under this agreement, with use capped at [insert metric, e.g., number of users, regions, or time]. Any usage beyond this limit requires additional licensing terms.
IP preservation clause
This clause ensures that IP will not be modified or destroyed.
[Insert other party] agrees not to modify, destroy, or alter the intellectual property created under this agreement without prior written consent from [insert party]. Any unauthorized alteration will result in immediate termination of rights.
Emergency sublicensing clause
This clause allows emergency sublicensing of IP.
In the event of an emergency, [insert other party] is permitted to sublicense the intellectual property created under this agreement, provided such sublicensing is strictly necessary to address the emergency and written notice is given to [insert party] within [insert time period].
Research-only rights clause
This clause limits IP use to research activities.
[Insert other party] is granted the right to use the intellectual property created under this agreement exclusively for research purposes. Any commercialization or public distribution requires prior written approval from [insert party].
IP freeze clause
This clause prohibits further development of the IP without approval.
Once the intellectual property created under this agreement is delivered, no further modifications, developments, or enhancements may be made by [insert other party] without prior written consent from [insert party].
IP created by subcontractors clause
This clause addresses IP created by third-party contributors.
Any intellectual property created by subcontractors or third-party contributors in connection with this agreement will be considered the sole property of [insert party], unless otherwise agreed in writing.
Time-bound co-creation clause
This clause establishes joint IP ownership for a specific period.
Intellectual property created collaboratively under this agreement will be jointly owned by the parties for a period of [insert time period]. After this period, ownership will revert to [insert party] unless otherwise agreed in writing.
IP for internal training clause
This clause restricts IP use to employee training purposes.
The intellectual property created under this agreement may only be used by [insert other party] for internal employee training and development purposes. Any external use requires prior written consent from [insert party].
Vendor-specific customization clause
This clause ensures IP rights for customizations remain with the vendor.
Any customization of intellectual property requested by [insert other party] will remain the sole property of [insert party]. [Insert other party] is granted a license to use the customization as part of the overall agreement.
IP with limited publication rights clause
This clause allows publication of IP only under certain conditions.
[Insert other party] is granted the right to publish the intellectual property created under this agreement only with prior written approval from [insert party] and only for the purposes outlined in this agreement.
Pre-existing patent exclusion clause
This clause protects patents owned before the agreement.
Any patents or related intellectual property owned by [insert party] prior to entering into this agreement will remain the exclusive property of [insert party]. Nothing in this agreement transfers or licenses such pre-existing rights.
Tiered IP access clause
This clause provides varying levels of IP access based on performance.
[Insert other party] will be granted incremental rights to the intellectual property created under this agreement based on achieving performance milestones, as outlined in [specific section]. Full ownership will be considered only upon reaching the final milestone.
Event-triggered exclusive use clause
This clause ties exclusive use rights to a specific event.
[Insert other party] is granted exclusive rights to the intellectual property created under this agreement if [specific event, e.g., product launch, regulatory approval] occurs. If the event does not occur, all rights revert to [insert party].
IP retained for future iterations clause
This clause ensures the creator retains rights to build upon the IP.
[Insert party] retains the right to use the intellectual property created under this agreement for the purpose of creating future versions, iterations, or improvements, even if ownership is transferred to [insert other party].
Limited competitive use clause
This clause restricts the use of IP in competitive contexts.
[Insert other party] is prohibited from using the intellectual property created under this agreement in any way that directly competes with [insert party]’s business or interests for a period of [insert time period].
Delegated licensing rights clause
This clause grants licensing rights to a third party.
[Insert party] may delegate the licensing of intellectual property created under this agreement to a third party, provided such delegation does not interfere with [insert other party]’s usage rights under this agreement.
Residual commercial rights clause
This clause allows the creator to commercially exploit the IP after the agreement ends.
After the termination of this agreement, [insert party] retains the right to commercially exploit the intellectual property created under this agreement, provided such exploitation does not conflict with [insert other party]’s prior rights.
License with capped use clause
This clause limits how extensively the IP can be used.
[Insert other party] is granted a license to use the intellectual property created under this agreement, with use capped at [insert metric, e.g., number of users, regions, or time]. Any usage beyond this limit requires additional licensing terms.
IP preservation clause
This clause ensures that IP will not be modified or destroyed.
[Insert other party] agrees not to modify, destroy, or alter the intellectual property created under this agreement without prior written consent from [insert party]. Any unauthorized alteration will result in immediate termination of rights.
Emergency sublicensing clause
This clause allows emergency sublicensing of IP.
In the event of an emergency, [insert other party] is permitted to sublicense the intellectual property created under this agreement, provided such sublicensing is strictly necessary to address the emergency and written notice is given to [insert party] within [insert time period].
Research-only rights clause
This clause limits IP use to research activities.
[Insert other party] is granted the right to use the intellectual property created under this agreement exclusively for research purposes. Any commercialization or public distribution requires prior written approval from [insert party].
Automatic reversion clause
This clause automatically reverts IP to the creator if conditions are unmet.
If [insert other party] fails to meet the conditions outlined in [specific section of the agreement], all rights to the intellectual property created under this agreement will automatically revert to [insert party] without further action required.
IP freeze clause
This clause prohibits further development of the IP without approval.
Once the intellectual property created under this agreement is delivered, no further modifications, developments, or enhancements may be made by [insert other party] without prior written consent from [insert party].
Tiered royalties clause
This clause ties royalty payments to usage thresholds.
[Insert other party] will pay royalties to [insert party] based on usage of the intellectual property created under this agreement. Royalties will be tiered as follows: [insert tiered percentages and thresholds]. Rights to the IP remain with [insert party].
IP for exclusive research outcomes clause
This clause limits IP use to specific research results.
The intellectual property created under this agreement may only be used to achieve the outcomes outlined in [specific research project or field]. Any deviation requires prior written consent from [insert party].
Early termination reversion clause
This clause reverts IP rights if the agreement ends prematurely.
In the event of early termination of this agreement, all rights to the intellectual property created under this agreement will revert to [insert party]. [Insert other party] agrees to cease all use immediately.
Non-commercial educational IP clause
This clause allows IP use exclusively for educational purposes.
[Insert other party] is granted a license to use the intellectual property created under this agreement solely for educational purposes, with no commercial use permitted without prior approval from [insert party].
IP rights contingent on exclusivity clause
This clause conditions IP rights on the other party not working with competitors.
[Insert other party] is granted rights to use the intellectual property created under this agreement, provided they do not engage in any competing projects or relationships with [insert party]’s direct competitors.
IP for one-time use clause
This clause restricts IP to a single-use case.
The intellectual property created under this agreement may only be used once for the purpose outlined in [specific section]. Any additional use requires a new agreement with [insert party].
Licensor’s residual rights clause
This clause reserves future rights for the licensor.
[Insert party] retains all residual rights to the intellectual property created under this agreement, including but not limited to improvements, enhancements, or new uses not explicitly granted to [insert other party].
Transfer-only upon full payment clause
This clause ties IP transfer to full payment.
Ownership of the intellectual property created under this agreement will remain with [insert party] until [insert other party] completes all payment obligations under this agreement in full.
Co-branded IP marketing clause
This clause allows the IP to be marketed under both parties’ names.
Any marketing of the intellectual property created under this agreement must include co-branding elements agreed upon by both [insert party] and [insert other party], ensuring equal representation.
Field-specific exclusive rights clause
This clause limits exclusivity to a specific area or industry.
[Insert other party] is granted exclusive rights to use the intellectual property created under this agreement, but only within the [specific field or industry]. All other uses remain exclusively with [insert party].
IP return-on-investment clause
This clause links IP ownership to a return on investment metric.
Ownership of the intellectual property created under this agreement will transfer to [insert other party] only upon achieving a return on investment of [insert percentage]% as calculated under [specific section].
IP shared with affiliates clause
This clause permits limited sharing of IP with affiliates.
[Insert other party] is allowed to share the intellectual property created under this agreement with their affiliates, provided such use complies with the terms of this agreement and does not conflict with [insert party]’s interests.
IP under pre-defined milestones clause
This clause staggers IP rights based on milestones.
Intellectual property created under this agreement will remain with [insert party] until [specific milestone] is achieved, at which point [insert other party] will be granted partial or full rights as specified in [specific section].
Revocation for non-compliance clause
This clause revokes IP rights if terms are not followed.
If [insert other party] fails to comply with the terms outlined in [specific section], all rights to the intellectual property created under this agreement will be revoked, and [insert other party] must immediately cease use.
Expiry-triggered IP reversion clause
This clause returns IP ownership upon agreement expiration.
Upon expiration of this agreement, all rights to the intellectual property created under this agreement will revert to [insert party], unless otherwise agreed in writing before the expiration date.
IP for specific technology stack clause
This clause restricts IP to specific technologies.
The intellectual property created under this agreement may only be implemented using [specific technology stack or platform]. Any other technological use requires written approval from [insert party].
Non-competing license limitation clause
This clause prohibits licensing to competitors.
[Insert other party] is granted a license to the intellectual property created under this agreement but agrees not to sublicense or transfer the IP to any competitor of [insert party] during the term of this agreement or for [insert time period] thereafter.
Shared IP updates clause
This clause allows shared rights for updates or iterations.
Both [insert party] and [insert other party] will have the right to make updates, iterations, or enhancements to the intellectual property created under this agreement, with ownership of such updates being shared equally.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.