Letter assigning intellectual property rights to a customer contracting services

Written with our partners at:Wilkes logo

What’s a letter assigning intellectual property rights to a customer contracting services and when do you need it?

Freelancers, consultants and contractors often offer their services to customers via their own limited company.

Where they sign a contract for services with their customers (which they should), it's their limited company who contracts with the customer, not the individual freelancer/contractor/ consultant.

This means that any IP generated by the freelancer/contractor/consultant in their individual capacity are not properly covered by the contract for services; without an additional assignment document, ambiguity arises around who owns those particular rights.

While it's typically intended, and usually clear, from the terms of any well-written contract for services, that the customer should own the IP in the work that the consultancy creates, (regardless of how that company manages the performance of the agreed services), our expert partners emphasise that it's never advisable to leave these additional rights relating to individuals unaccounted for.

By signing this letter, the consultant assigns to the company absolutely all rights, title and interest in any intellectual property rights relating to the IP that they create in connection with the services they provide.

This letter is executed as a deed. Deeds are contracts, but with the inclusion of witnesses in the signature provisions they help make clear that all the signing parties fully understood what they were signing and that they intended to agree to the terms set out in the deed.