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

Introduction

As a voiceover artist, understanding the ins and outs of your independent contractor agreement is crucial, especially when it comes to intellectual property (IP) ownership and background asset carveouts. These elements can significantly influence your creative business and how it's protected. By clearly defining IP rights in your agreements, you'll have a clearer path forward and avoid potential disputes later on. Missing these agreements can lead to confusion about ownership and rights, potentially jeopardizing your hard work. If you're unsure, don't hesitate to reach out for help—your creativity deserves protection!

What Is IP Assignment?

IP assignment refers to the process where a creator, such as you as a voiceover artist, transfers the ownership of their intellectual property to another party, typically the client. When a client pays for your services, they usually expect to own the output of that work. This is especially true in creative industries where final products are often pivotal for a client's branding or project goals. However, as a creative professional, you need to have clear terms that define what you retain ownership of versus what you're giving away. This clarity prevents misunderstandings, ensuring both you and your client have aligned expectations.

What Are Background Assets?

Background assets are any proprietary tools, frameworks, methods, or techniques you use to create your work, which may include original scripts, sound libraries, or even production methodologies. Incorporating a carveout for background assets in your agreement helps delineate what is exclusively yours, safeguarding the tools and processes that make your work special. It allows you to maintain ownership over the proprietary material that contributes to your unique creative approach while still delivering your work product to the client.

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 both clauses in your agreement sets a balance that protects both parties involved. While clients have the rights to the finished work product they’ve paid for, you retain ownership of your intellectual assets, ensuring that you can leverage your unique skills and tools in future projects.

Example Scenario

Imagine you're a voiceover artist who has a unique sound modulation technique that sets your work apart. You land a contract to record a series of commercials for a client who expects all rights to the audio files after payment. However, because you include a background asset carveout in your agreement, you're able to safeguard your proprietary sound modulation technique. The client receives the final audio recordings but can't claim ownership of your unique approach. This protection enables you to use that technique for other clients, enhancing your offerings while ensuring you don’t lose the essence of your creative process.

How Counsel Club Helps

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FAQs

What is the difference between work product and background assets?

Work product refers to the final deliverables created for your client, while background assets are the tools and methods you use to create that work. Your work is what clients receive, and background assets are what you retain for future use.

Do I have a license to use background assets?

Typically, the client receives a limited right to use the background assets for the purpose of the project, but they do not own them. You remain the owner and can continue to use them freely.

Are source files included in the work product?

Unless specified in the agreement, source files generally do not automatically come with the work product. It's important to clarify this in your contract to avoid confusion later.

How do I handle third-party or open-source components in my work?

You should disclose any third-party or open-source components in your project, as their use may come with specific licensing obligations. Your agreement should address how these components are handled.

How can I document the separation of work product and background assets in the SOW?

Clearly outline your work product and background assets in the Statement of Work (SOW). Use explicit language to denote which materials are included as work and which are retained as assets you own.

Final Thoughts

As a voiceover artist, it's important to act now and ensure your independent contractor agreements reflect the necessary clauses to protect your creative assets. By including IP assignment and background asset carveouts, you can secure your rights while delivering exceptional work to your clients. If you are unsure about how to proceed, consider seeking guidance to ensure your agreements safeguard your creative contributions.