Question 1

Who owns IP created by a freelancer?

Accepted Answer

The freelancer does, by default. Copyright law gives ownership to the creator unless there's a written 'work for hire' agreement (which only applies to specific categories of work) or a separate IP assignment clause. If you want to own the work you're paying for, you need explicit assignment language in the contract. Every time.

Question 2

What's the difference between IP assignment and IP license?

Accepted Answer

Assignment transfers ownership — the IP is yours permanently. A license grants permission to use the IP under specific conditions, but ownership stays with the creator. If you need full control (to modify, resell, or build upon the work), you want assignment. If you just need to use it, a license might be enough.

Question 3

What is 'background IP' in a contract?

Accepted Answer

Background IP is the pre-existing intellectual property a party brings to the project — tools, frameworks, libraries, or methods they developed before the engagement. Contracts should clearly state that background IP stays with its original owner and isn't transferred as part of the deal. The deliverables might use background IP, but you get a license to it, not ownership.

Question 4

Can you protect an idea with an NDA?

Accepted Answer

An NDA protects the information you share — not the idea itself. Ideas aren't protectable under IP law. What you can protect is the specific expression of the idea (copyright), the name or brand (trademark), or the technical implementation (patent or trade secret). An NDA keeps the other party from sharing your information, but it doesn't stop them from independently developing a similar concept.

Question 5

What happens if there's no IP clause in a contract?

Accepted Answer

Default copyright law applies — and that usually means the creator owns the work. For employees, the employer typically owns work created within the scope of employment. For contractors, the contractor owns it. Without a clear IP clause, you could end up paying for work you don't own. This is one of the most common and expensive contract mistakes.

Question 6

Do I need to register IP to protect it?

Accepted Answer

Copyright exists automatically when you create something — no registration needed. But registering with the U.S. Copyright Office ($35–$65) gives you the ability to sue for statutory damages (up to $150,000 per infringement) and attorney's fees. Trademarks and patents require registration to enforce. If your IP has value, register it.

Intellectual Property (IP)

Definition

In Practice

Common in these contract types

Related terms

Frequently asked questions about intellectual property (ip)

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