Work product clause: Copy, customize, and use instantly
Introduction
A work product clause defines the ownership, rights, and usage of any materials, intellectual property, or deliverables created under an agreement. This clause ensures clarity on whether the work product belongs to the hiring party, the creator, or is jointly owned. It is commonly used in independent contractor agreements, employment contracts, service agreements, and joint development projects.
Below are templates for work product clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Full ownership by hiring party clause
This variation ensures that all work created under the agreement is fully owned by the hiring party.
All work product, including but not limited to documents, reports, designs, software, inventions, and other materials created by [Contractor/Employee] in connection with this Agreement shall be the exclusive property of [Hiring Party]. [Contractor/Employee] agrees to assign all rights, title, and interest in such work product to [Hiring Party] and shall execute any necessary documents to effectuate such assignment.
Joint ownership of work product clause
This variation establishes shared ownership of work product between the parties.
Any work product developed under this Agreement shall be jointly owned by [Party A] and [Party B], with each Party having an equal and unrestricted right to use, modify, and license the work product without seeking approval from the other Party, unless otherwise agreed in writing.
License back to creator clause
This variation allows the creator to retain a license to use the work product for specific purposes.
All work product created by [Contractor/Employee] shall be the sole property of [Hiring Party]. However, [Contractor/Employee] retains a non-exclusive, non-transferable license to use the work product for its own internal business purposes, provided such use does not compete with or disclose confidential information of [Hiring Party].
Work-for-hire clause
This variation explicitly classifies the work as "work for hire" under copyright law.
The Parties agree that all work product created by [Contractor/Employee] under this Agreement shall be considered “work for hire” as defined under applicable copyright law and shall be owned exclusively by [Hiring Party]. If for any reason the work product does not qualify as work for hire, [Contractor/Employee] agrees to assign all ownership rights to [Hiring Party] upon creation.
Exclusive ownership by client clause
This variation ensures that all work product belongs exclusively to the client.
All work product created under this Agreement, including but not limited to reports, designs, software, inventions, and intellectual property, shall be the sole and exclusive property of [Client]. [Contractor] hereby assigns all rights, title, and interest in such work product to [Client] upon creation.
Limited license to contractor clause
This variation grants the contractor a restricted right to use the work product.
The work product created under this Agreement shall be the exclusive property of [Hiring Party]. However, [Contractor] is granted a limited, revocable, non-transferable license to use the work product for portfolio and marketing purposes, provided that such use does not disclose confidential information.
Work product ownership with milestone payments clause
This variation ties ownership transfer to payment completion.
Ownership of any work product created under this Agreement shall remain with [Contractor] until full payment is received. Upon receipt of all payments due, ownership shall be automatically assigned to [Client].
Derivative works restriction clause
This variation prevents the contractor from creating derivative works based on the work product.
[Contractor] shall not create, distribute, or license any derivative works based on the work product delivered under this Agreement without the prior written consent of [Client].
Assignment of patents clause
This variation ensures that patentable inventions are assigned to the hiring party.
Any patentable inventions, discoveries, or processes developed under this Agreement shall be the exclusive property of [Hiring Party]. [Contractor] agrees to execute all necessary documentation to assign such patents to [Hiring Party].
Moral rights waiver clause
This variation requires the creator to waive any moral rights in the work product.
[Contractor] hereby waives any and all moral rights in the work product created under this Agreement, including but not limited to the right of attribution and the right to prevent modification, in favor of [Client].
Pre-existing intellectual property exclusion clause
This variation clarifies that pre-existing intellectual property remains the contractor’s property.
Any intellectual property owned or developed by [Contractor] prior to the execution of this Agreement shall remain the sole property of [Contractor] and shall not be considered part of the work product assigned to [Client].
Indemnification for third-party claims clause
This variation requires the contractor to indemnify the client against third-party IP claims.
[Contractor] represents that the work product is original and does not infringe on any third-party rights. [Contractor] shall indemnify and hold harmless [Client] from any claims, damages, or losses arising from allegations of intellectual property infringement.
Confidentiality obligation for work product clause
This variation restricts disclosure of the work product before ownership transfer.
[Contractor] shall not disclose, share, or publish any work product created under this Agreement without the prior written consent of [Client].
No reuse of work product clause
This variation prevents the contractor from using the work product for other clients.
The work product created under this Agreement shall be unique to [Client]. [Contractor] shall not use, modify, or distribute the work product for any other client or purpose without written approval from [Client].
Joint ownership with revenue-sharing clause
This variation establishes joint ownership with a revenue-sharing arrangement.
All work product created under this Agreement shall be jointly owned by [Party A] and [Party B]. Any revenue generated from licensing or commercializing the work product shall be distributed equally between the Parties.
Work product retention for future modifications clause
This variation allows the contractor to keep copies of the work for future edits.
[Contractor] shall retain an archival copy of the work product solely for the purpose of providing future modifications or updates requested by [Client].
Exclusive ownership with time-limited buyout clause
This variation allows the client to purchase exclusive rights after a set period.
[Contractor] retains ownership of the work product for a period of [X] years. After this period, [Client] shall have the option to purchase exclusive rights for a one-time fee of [$X].
Government-funded work product clause
This variation ensures compliance with government contract requirements.
If the work product is created using government funding, ownership shall be subject to applicable federal regulations, and [Client] shall obtain an exclusive license as permitted by law.
Trade secret protection clause
This variation designates certain work product as trade secrets.
The work product created under this Agreement shall be considered a trade secret of [Client], and [Contractor] shall not disclose, reproduce, or distribute any part of it without prior authorization.
Work product escrow clause
This variation requires storing work product in escrow for client protection.
All source files, data, and materials constituting the work product shall be deposited in escrow with [Escrow Agent] until full project completion and payment.
Custom software development ownership clause
This variation ensures that custom-developed software is fully assigned to the client.
Any software, source code, and documentation developed under this Agreement shall be the exclusive property of [Client], including all copyrights, patents, and trade secrets.
Open-source contribution exception clause
This variation allows the contractor to use parts of the work for open-source contributions.
[Contractor] may contribute generic portions of the work product to open-source projects, provided that such contributions do not disclose confidential information or proprietary features specific to [Client].
Non-commercial use retention clause
This variation allows the contractor to use the work for non-commercial purposes.
[Contractor] retains the right to use the work product for educational, research, or non-commercial demonstration purposes.
Independent creation clause
This variation clarifies that similar work created separately is not covered.
Nothing in this Agreement shall prevent [Contractor] from independently developing similar work product, provided that no confidential information or proprietary materials of [Client] are used.
License-back for derivative works clause
This variation allows the contractor to create derivative works under a license.
While [Client] retains exclusive ownership of the work product, [Contractor] shall have a limited license to create and distribute derivative works, provided such works do not directly compete with [Client]’s business.
Ownership exception for general methodologies clause
This variation excludes general methodologies from work product ownership.
Ownership of the work product does not extend to general methodologies, processes, or frameworks developed independently by [Contractor] and used across multiple projects.
Explicit copyright notice requirement clause
This variation requires that copyright notices remain intact.
[Client] agrees to retain [Contractor]’s copyright attribution in any distributed versions of the work product, unless otherwise agreed in writing.
Source material return clause
This variation requires the return of all raw materials used in creating the work.
Upon completion of the project, [Contractor] shall return all source materials, drafts, and reference files related to the work product to [Client].
Exclusive publication rights clause
This variation ensures that only the client has the right to publish the work.
[Client] shall have the exclusive right to publish, distribute, and commercially exploit the work product, and [Contractor] agrees not to submit it for publication elsewhere.
Work product destruction upon termination clause
This variation requires the destruction of work product if the agreement is terminated.
In the event of early termination of this Agreement, [Contractor] shall destroy all unfinished work product and certify in writing that no copies have been retained.
Confidential markings requirement clause
This variation requires all work product to be labeled as confidential.
All deliverables under this Agreement shall be clearly marked as “Confidential – Property of [Client],” and [Contractor] shall take all reasonable steps to prevent unauthorized disclosure.
Work product escrow release clause
This variation ensures that the work product is stored in escrow and released upon meeting conditions.
The work product, including all source materials and documentation, shall be held in escrow with [Escrow Agent] and released to [Client] upon full payment and project completion.
Exclusive ownership with revocable license to contractor clause
This variation allows the client to revoke the contractor’s license to use the work product.
[Client] retains exclusive ownership of the work product but grants [Contractor] a limited, revocable license to use the work product for internal reference. This license may be revoked at any time by [Client] upon written notice.
Independent development exception clause
This variation allows the contractor to work on similar projects as long as they are independently developed.
Nothing in this Agreement shall prevent [Contractor] from developing similar work product for other clients, provided such work does not use or derive from confidential information or proprietary materials of [Client].
Work product modification restriction clause
This variation prevents the client from modifying the work product without approval.
The work product shall not be modified, altered, or adapted by [Client] without the prior written consent of [Contractor]. Any unauthorized modifications shall void any warranties or support obligations.
Work product destruction obligation upon termination clause
This variation requires the contractor to destroy all copies of the work product if the contract is terminated.
In the event of termination of this Agreement for any reason, [Contractor] shall destroy all copies of the work product in its possession and certify such destruction to [Client] in writing.
Non-exclusive work product license to contractor clause
This variation allows the contractor to retain non-exclusive usage rights.
While [Client] retains ownership of the work product, [Contractor] shall retain a perpetual, non-exclusive right to use, adapt, and distribute the work product for its own business purposes.
Right of first refusal for additional development clause
This variation requires the client to offer further development work to the original contractor first.
If [Client] requires modifications, updates, or extensions to the work product, [Contractor] shall have the right of first refusal to perform such work at commercially reasonable rates.
No third-party licensing without consent clause
This variation prevents the client from sublicensing the work product to third parties without permission.
The work product may not be sublicensed, sold, or transferred to any third party without the prior written consent of [Contractor].
Work product usage limitation clause
This variation limits how the client may use the work product.
[Client] may only use the work product for internal business purposes and shall not commercialize, resell, or distribute the work product without prior written approval from [Contractor].
Restricted work product transfer clause
This variation requires approval before transferring ownership of the work product.
[Client] may not transfer, sell, or assign the work product to any third party without the prior written consent of [Contractor].
Work product buyout option clause
This variation allows the client to purchase full ownership at a later date.
[Contractor] retains ownership of the work product, but [Client] may acquire full ownership rights by paying an additional buyout fee of [$X] at any time during the term of this Agreement.
Work product improvements ownership clause
This variation ensures that improvements made to the work product remain with the original owner.
Any enhancements, modifications, or derivative works created based on the work product shall be owned by the original creator unless otherwise agreed in writing.
Time-limited exclusivity clause
This variation grants the client exclusive rights to the work product for a limited time.
[Client] shall have exclusive rights to the work product for a period of [X] years, after which [Contractor] may reuse, adapt, or distribute the work product for other clients.
Perpetual maintenance rights for contractor clause
This variation ensures that the contractor retains the right to maintain and update the work product.
[Contractor] shall retain the exclusive right to provide maintenance, support, and updates for the work product unless otherwise agreed in writing by the Parties.
Work product commercialization rights retention clause
This variation allows the contractor to commercialize a version of the work product.
[Client] retains exclusive ownership of the work product for internal use, but [Contractor] may create a generalized commercial version for sale, provided it does not include proprietary client-specific features.
License to use work product in future projects clause
This variation allows the contractor to use elements of the work product in future work.
[Contractor] retains a non-exclusive license to incorporate general elements of the work product into future projects, provided that no confidential or proprietary elements specific to [Client] are used.
Mandatory credit for work product clause
This variation requires the client to attribute the work product to the contractor.
[Client] shall provide written credit to [Contractor] in any public or commercial use of the work product unless otherwise agreed in writing.
Work product archive access clause
This variation allows the contractor to retain an archival copy for reference.
[Contractor] may retain an archival copy of the work product for internal documentation and future reference, provided that such copy is not distributed or commercialized.
Client right to request original files clause
This variation requires the contractor to provide original source files upon request.
Upon written request, [Client] shall have the right to receive all original source files, drafts, and materials used in creating the work product.
Work product update limitation clause
This variation restricts the contractor’s obligation to provide updates.
[Contractor] shall have no obligation to provide updates, modifications, or revisions to the work product unless separately agreed in writing.
Confidentiality of work product development process clause
This variation protects information related to the work product’s creation.
The development process, methods, and tools used to create the work product shall remain confidential and may not be disclosed by either Party without prior written consent.
Work product audit rights clause
This variation allows the client to audit the contractor’s compliance with ownership terms.
[Client] shall have the right to audit [Contractor]’s records to confirm that all work product obligations under this Agreement have been met.
No competition with client’s work product clause
This variation prevents the contractor from using the work product to compete with the client.
[Contractor] agrees not to develop, sell, or license any work product that directly competes with [Client]’s use of the deliverables under this Agreement.
Right to repurchase work product clause
This variation allows the contractor to buy back ownership if the client ceases using the work.
If [Client] ceases commercial use of the work product for more than [X] years, [Contractor] shall have the right to repurchase the work product for a mutually agreed-upon price.
Work product assignment limitation clause
This variation restricts assignment of work product rights to new owners.
[Client] may not assign or transfer ownership of the work product to a third party without the prior written approval of [Contractor].
International use restriction clause
This variation limits where the work product may be used.
The work product created under this Agreement shall be used exclusively within [Country/Region] and may not be distributed internationally without prior approval.
Third-party work product approval requirement clause
This variation ensures that any third-party involvement in modifying the work requires approval.
[Client] shall not engage any third party to modify, enhance, or distribute the work product without first obtaining written approval from [Contractor].
Revocable work product transfer clause
This variation allows the contractor to revoke ownership transfer under certain conditions.
If [Client] breaches any material terms of this Agreement, [Contractor] shall have the right to revoke any work product ownership rights previously transferred.
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.