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

Introduction

When it comes to creating content as a blogger, understanding IP ownership and background asset carveouts in independent contractor agreements is crucial. These elements not only protect your creative output but also provide clarity to your clients about ownership rights. If these components are missing, confusion and potential disputes can easily arise, affecting your work relationship. It's important to take the time to include these provisions in your agreements, ensuring that both you and your client are on the same page. So, let’s dive into what you need to know.

What Is IP Assignment?

IP assignment is a legal term that refers to the transfer of intellectual property rights from one party to another. This is especially relevant in the context of independent contractor agreements, as clients often expect to own the work they pay for. However, this expectation can lead to misunderstandings if it isn’t clearly defined in the agreement. For creative professionals like bloggers, clarity around IP ownership is essential. It ensures that once you create and deliver your content, there is no ambiguity about who holds the rights. This clarity not only protects your work but also builds trust with your clients.

What Are Background Assets?

Background assets refer to any tools, methods, or frameworks that a creator uses to produce work but isn't included as part of the finished project. These might be proprietary elements that you've developed over time and that are crucial for your unique approach to content creation. Carving out these assets in your contract is important because it ensures that you maintain ownership over your proprietary processes while still allowing your client to utilize the end product. By defining background assets in your agreement, you protect the very methodologies that give you a competitive edge.

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.

Balancing IP assignment and carveouts for background assets protects both parties. Clients receive ownership of the final deliverables they've paid for, while creators retain control over the methodologies and tools that enable their work. This arrangement benefits everyone and fosters healthy business relationships.

Example Scenario

Imagine you are a blogger who has developed a unique social media strategy through years of experience and proprietary tools. In your contract with a new brand, you include a clause for background asset carveouts. As you create content for them, your unique strategy and tools remain yours, while the published content rights belong to the brand. This way, you can continue using your methods for other clients while providing your current client with the materials they need for their marketing campaigns.

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 that you create for a client, while background assets are the proprietary tools and methodologies that you use to produce those deliverables. This distinction ensures you retain ownership of your creative process.

Do clients have a license to background assets? Yes, typically clients receive a non-exclusive, limited right to use the background assets during the term of the project, but this does not give them ownership of these assets.

Are source files included in the work product? Source files are often considered part of the work product, but you should define this clearly in your agreement to avoid any confusion.

How do I handle third-party or open-source components? It's essential to disclose third-party or open-source components in your agreements and ensure you have the right licenses to use them before including them in your work product.

How do I document the split in the SOW? In your Statement of Work (SOW), clearly outline which elements of your work are classified as work product and which are background assets. This clarity will help in avoiding misunderstandings later on.

Final Thoughts

The importance of including IP assignment and background asset carveouts in your independent contractor agreements cannot be overstated. These clauses not only protect your creativity but also enhance your professionalism in the eyes of your clients. By ensuring these elements are part of your agreements now, you can prevent future disputes and maintain a healthy working relationship with all parties involved. Don’t miss this opportunity to safeguard your work; start drafting your agreements today.