IP Assignment and Background Asset Carveouts in an Independent Contractor Agreement: A Guide for a TikTok Creator

Introduction

As a TikTok creator, you pour your creativity and effort into every video, dance, and trend you jump on. However, when it comes to working with brands or clients, understanding intellectual property (IP) ownership and background asset carveouts is crucial. These elements ensure you retain rights to your original creations and the tools you use while meeting client expectations. If you overlook these aspects in your independent contractor agreement, you may face issues down the line over who owns the work you created and the proprietary methods you used. Protect yourself and your creativity—let's dive into IP assignment and background asset carveouts.

What Is IP Assignment?

IP assignment refers to the legal transfer of ownership rights for original work and ideas. When you create content for clients, they typically expect to own the final product after payment. From their perspective, if they paid you to create something, it naturally follows that they would want to claim ownership. For you, the creative, it’s essential to ensure that your rights and interests are protected in the agreement you sign. This kind of clarity helps avoid misunderstandings and disputes about who owns what.

What Are Background Assets?

Background assets are the proprietary tools, techniques, frameworks, and methods that you bring to your work as a creator. These might include software you’ve developed, unique processes you've perfected, or even specific video editing styles. When you include a carveout for background assets in your agreement, you protect these key resources. It ensures that while your client has access to the material you've created for them, they can't claim ownership over your proprietary methods or tools that you’ve developed independently.

Suggested Clause Language

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.

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.

Having this kind of balance in your agreement protects both you and your client. Your client gets the content they've paid for, retaining the rights to use it as they wish, while you keep control over your tools and methods that are essential to your creative process.

Example Scenario

Imagine you’re a TikTok creator known for your innovative editing style. You're contracted to create a promotional video for a brand. Your background assets include a unique set of filters and editing techniques you developed over time. With a solid intellectual property carveout in your agreement, you complete the project knowing your proprietary methods remain yours, even while the final video belongs to your client. This means if they want to hire someone else to create additional videos, they can't simply replicate your style because they don't own those specific tools.

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 is the difference between work product and background assets? Work product refers to the final deliverables you create for clients, while background assets are the tools and methods you use to create that work.

What rights do clients have to use background assets? Clients generally have a limited license to use your background assets for the specific project, but they do not own them.

Are source files included in the work product? Generally, source files would be included in the work product unless specifically excluded in the agreement.

How do I handle third-party or open-source components? You should always disclose any third-party or open-source components in your agreement and clarify who holds the rights to those elements.

How can I document the split between work product and background assets in the SOW? Clearly define both terms in your statement of work (SOW) and specify which elements belong to the client and which remain your property.

Final Thoughts

In the world of TikTok creation, having clear clauses about IP assignment and background asset carveouts is essential. It allows you to establish boundaries while ensuring your creativity is protected. Don't overlook these crucial components in your independent contractor agreements. Consider adding these clauses to your agreements now to safeguard your rights and know that you can reach out to us if you need support.