Introduction
When you’re a YouTube creator, the content you produce is more than just videos; it's your intellectual property (IP). Understanding IP ownership and background asset carveouts in independent contractor agreements is crucial for protecting your creative work. If you overlook these elements, it can lead to costly misunderstandings or disputes later on. That's why we encourage you to read this guide carefully and consider integrating these clauses into your agreements right away.
What Is IP Assignment?
IP assignment is a legal term that refers to the transfer of ownership of intellectual property from one party to another. When you hire an independent contractor to create content, you naturally expect to own that content once you’ve made your payment. However, it’s important for creatives to have clarity about this process. Without specific language in your agreement, you may find yourself in a situation where you don't fully own the creative work produced, leading to potential conflicts down the line.
What Are Background Assets?
Background assets refer to the tools, techniques, and resources that a contractor uses to create work. This can include proprietary software, frameworks, or even methods that the contractor has developed over time. Including a carveout for background assets in your agreement is essential because it protects these proprietary elements from being claimed by the client. This ensures that while you are gaining ownership of the newly created work, the contractor remains the rightful owner of their original tools and techniques.
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.
This balance is crucial as it protects both the creator and the contractor. The creator gains ownership of the newly produced content while respecting the original tools and techniques employed by the contractor.
Example Scenario
Imagine you’re a YouTube creator who hires an independent contractor to produce a series of educational videos. The contractor utilizes a proprietary editing software they developed, which enhances their video production process. Without a clear background asset carveout in your agreement, there may be confusion over who owns the rights to use that editing software in future projects. By including appropriate clauses, you can ensure that while you own the videos produced, the contractor retains ownership of their editing software, giving both parties peace of mind.
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 created for the client, while background assets are the tools and techniques the contractor uses to create those deliverables. It’s essential to distinguish between the two in your agreement.
Does the client have a license to use the background assets?
In most cases, the client receives a limited, non-exclusive right to use the background assets solely for the purpose outlined in the agreement, but ownership remains with the contractor.
Are source files included in the work product?
Typically, the work product includes final deliverables and does not automatically include the source files unless explicitly stated in the agreement.
How do I handle third-party or open-source components?
It is crucial to address third-party tools or content used in producing work product in your agreement. Ensure that any licenses or permissions needed are clearly outlined to avoid future issues.
How do I document the split in the SOW?
Be clear in your Statement of Work (SOW) about what constitutes work product and what are the background assets. Specific labels and definitions can help prevent confusion later.
Final Thoughts
Understanding IP assignment and background asset carveouts is vital for you as a YouTube creator. By clearly defining these terms in your independent contractor agreements, you can protect your creative work and ensure smooth collaboration. Don’t wait—consider adding these clauses now to safeguard your interests.
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