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Draft my freelance agreement with ip assignment — free preview →FREELANCE SERVICES AGREEMENT WITH ASSIGNMENT OF INTELLECTUAL PROPERTY
For designers, developers, writers, photographers and other creative or technical freelancers
THIS AGREEMENT is made on __________
BETWEEN:
(1) __________ (Company Number: __________) of __________ (the "Client"); and
(2) __________ trading as __________ of __________ (the "Freelancer").
BACKGROUND
The Client wishes to commission the Freelancer to carry out the work described in this Agreement and to own the results. The Freelancer has agreed to carry out the work and to assign the rights in it to the Client on the terms below.
AGREED TERMS
1. DEFINITIONS
"Acceptance" means the Client's written confirmation that a Deliverable conforms to the Brief, or deemed acceptance under clause 4.3.
"Brief" means the description of the work, specification, deadlines and any style, technical or brand requirements set out in Schedule 1 and any written amendments agreed by both parties.
"Deliverables" means every work product created by the Freelancer under this Agreement, in any form or medium, whether complete or incomplete, including drafts, source files, code, designs, images, text, data and documentation.
"Fee" means the fee stated in clause 5.
"Intellectual Property Rights" means copyright and related rights, moral rights, database rights, rights in designs, trade marks, patents, rights in confidential information and know-how, and all other intellectual property rights anywhere in the world, whether registered or not, including applications and the right to apply.
"Pre-existing Materials" means materials, tools, code libraries, templates, fonts, stock assets and know-how owned by the Freelancer or licensed from third parties before, or independently of, this Agreement.
"Services" means the work described in the Brief.
2. ENGAGEMENT AND THE WORK
(2.1) The Client engages the Freelancer to perform the Services and produce the Deliverables in accordance with the Brief.
(2.2) The Freelancer shall: (a) perform the Services with reasonable skill and care and to a professional standard consistent with the Freelancer's portfolio and the Brief; (b) meet the deadlines in the Brief, or notify the Client as soon as any delay becomes likely; (c) keep the Client reasonably informed and respond to the Client's communications within __________; and (d) not use any third-party material in the Deliverables unless it is properly licensed for the Client's intended use and the licence terms are disclosed to the Client in writing.
(2.3) The Client shall provide the content, access, feedback and approvals the Freelancer reasonably needs within the times stated in the Brief, failing which deadlines move by the length of the delay.
A freelance agreement protects both the freelancer and the client on the three things that go wrong most often: what exactly is being made, when it is paid for, and who owns it afterwards. This version includes a full assignment of intellectual property to the client on payment, which is what most design, development and content work needs.
Whether someone is genuinely self-employed is decided by how the work is actually done, not by what the contract calls them. The indicators that support freelance status are a right to send a substitute, control over how and when the work is done, the freelancer's own equipment, financial risk, the freedom to work for others, and no obligation to offer or accept further work. The agreement is drafted around those indicators and should reflect the real arrangement. If the freelancer works through their own company, the off-payroll (IR35) position should be stated.
Define the deliverables, the number of revision rounds included, how acceptance works and what happens to the timetable if the client is late with feedback. Fixed price or day rate, a deposit if appropriate, invoicing and payment terms, and the right to suspend work for non-payment. Late payment of commercial debts carries statutory interest and a fixed charge unless the contract provides otherwise.
Without an assignment, the freelancer owns the copyright in what they create even after being paid. This agreement assigns the deliverables to the client when the invoice is paid (a present assignment of future rights under section 91 of the Copyright, Designs and Patents Act 1988), waives moral rights, licenses the freelancer's background materials, and requires any third-party material to be disclosed and properly licensed. The freelancer may keep a portfolio right if agreed.
Confidentiality, data protection where client personal data is handled, insurance where the work could cause loss, no authority to bind the client, notice to end the engagement, and a proportionate liability cap. A non-solicitation of staff clause is optional and must be short to be enforceable.
Yes. Choose 'I'm the freelancer' in the questions and the draft protects your side: clear payment dates, a kill fee, a portfolio right and a liability cap.
On payment of the final invoice, in the standard draft. Until then the freelancer owns it, which protects against non-payment.
Only if you work through a limited company. The agreement asks and inserts the correct statement.
Yes. Your background materials stay yours and are licensed to the client for the deliverables; the draft says so.
No. If the client controls your hours, place of work and methods, and you cannot send a substitute, the relationship may be employment regardless of the document; the questions flag this.
No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.