IP Assignment and Background Asset Carveouts in a Master Services Agreement: A Guide for an SEO Agency

Introduction

When you run an SEO agency, understanding who owns what when you deliver a project is crucial. Intellectual property (IP) ownership and background asset carveouts in a Master Services Agreement are topics that can seem overwhelming, but they are incredibly important. If these provisions are not clearly laid out, it can lead to misunderstandings and disputes, potentially leaving you without rights to your own work or tools. Clients often expect ownership of deliverables once they've paid, and you need to ensure you’re not giving away more than you intend when you finalize your projects. To streamline this and protect yourself, you can add this to your agreement right now by customizing your contract here: Customize your Master Services Agreement now.

What Is IP Assignment?

IP assignment refers to the transfer of ownership rights of intellectual property from one party to another. In the context of your SEO agency, this typically means that once a client has paid for your services, they expect to own the deliverables. This expectation is completely reasonable from a client's standpoint. However, it's essential for consultants, developers, and creatives to have clarity around this process. By including an IP assignment clause in your agreement, you acknowledge that upon full payment, the client owns the work product you’ve created. This clarity helps avoid confusion and sets clear boundaries for both you and your client.

What Are Background Assets?

Background assets are materials, tools, techniques, or methodologies that you, as a consultant or agency, bring to a project that were developed before the current engagement. These can include proprietary frameworks or software that you use repeatedly across different clients. Establishing a carveout for these background assets in your agreement is vital. It ensures that you retain ownership of these proprietary tools and methods, while still granting the client the ability to use them for their project. This way, you can leverage your unique contributions without diluting your rights over your own innovations.

Suggested Clause Language

To ensure that your IP assignment and background asset provisions are explicit in your Master Services Agreement, consider including the following clauses:

```text Work Product. Upon full payment of the Fees provided in the SOW, Consultant agrees that the deliverables, work product, content and other materials created, developed or conceived by Consultant for Client for purposes of this Agreement as provided in the SOW (the “Work Product”) shall be the sole and exclusive property of the Client. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to the Work Product, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein. Consultant acknowledges that to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 or any similar or analogous law or statute of any other jurisdiction and such copyrights are therefore owned by Client. To the extent that the Work Product and/or the results and proceeds of the Services may ever be determined under the laws of any country not to be a “work made for hire,” Consultant hereby confirms that effective on the date of creation of the Work Product, it assigns (or has assigned) to Client all right, title and interest thereto (including all copyright and associated rights, extensions and renewals, and all causes of action appurtenant thereto) throughout the world. If Consultant has any rights in any jurisdiction, including without limitation “artist’s rights” or “moral rights,” in the Work Product that cannot be assigned, Consultant hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or Client’s customers. ``` ```text Background Assets. “Background Assets” are the materials, tools, utilities, techniques, technical frameworks, data models, object models, methodologies, know-how and information (both in object code and source code) made available to Client by Consultant under this Agreement that are proprietary to Consultant. This Agreement grants Client a non-exclusive limited right to use the Background Assets and does not constitute a sale or convey title or ownership of the Background Assets or any intellectual property rights therein to Client. Consultant is and shall remain the sole and exclusive owner of all right, title and interest in and to the Background Assets, including all improvements or modifications made thereto, and all intellectual property rights embodied in or related to the Background Assets. ```

This language is essential because it clearly defines what belongs to whom. It protects your rights while also ensuring that your client understands they own the deliverables they paid for. This balance is what leads to healthy, transparent working relationships.

Example Scenario

Let’s say your SEO agency has developed a proprietary software tool that improves keyword tracking for client websites. A client hires your agency to create a content strategy and utilizes this tool during the project. Thanks to having a well-drafted IP assignment and background asset clause, once the project concludes, the client owns the results you delivered, but your agency retains ownership of the proprietary tool. This scenario protects your agency's innovative solutions, allowing you to use them in future projects while still delivering excellent work for your clients.

How Counsel Club Helps

Counsel Club re-imagines legal for startups, freelancers, and creative entrepreneurs. Our platform allows you to search for lawyer-drafted forms for startups, freelancers, content creators, and other creative entrepreneurs. Our platform guides you through modifications, both to the contract and the scope of work. Counsel Club has the most sophisticated drafting tool on the market, and it was designed and developed by lawyers. If you want more help, reach out to a Counsel Club lawyer through our Concierge program. Our legal agent, Amicus, was trained on proprietary legal data to be your best legal assistant. Finally, legal for today, that is fast, protective, and cost-effective.

FAQs

What should I include in a Master Services Agreement? A Master Services Agreement should clearly define IP ownership, payment terms, and the use of background assets.

Why are background assets important for SEO agencies? They protect your proprietary tools and methodologies, ensuring you can reuse them for future projects.

How can I customize my Master Services Agreement? You can easily customize your agreement using tools provided by services like Counsel Club.

What happens if I don’t include IP assignment clauses? Not having them can lead to disputes about ownership and rights to your work.

Can clients negotiate IP rights after signing? Depending on the relationship, clients may request modifications, but having clear clauses helps manage expectations from the start.

Final Thoughts

Understanding and including IP assignment and background asset provisions in your Master Services Agreement is crucial for SEO agencies. These provisions help clarify ownership and protect your work, ensuring your creativity and innovation remain yours while serving your clients effectively. Don't delay; you can add these clauses today by customizing your agreement here: Customize your Master Services Agreement now.