Changing some of the key language in your agreements to move toward IP ownership.

Rather than automatically assigning the ownership of intellectual property to clients (under the standard “work for hire” model), following is an example of language you can use to change both the dialogue and the standards for IP ownership. (Courtesy of Kilgannon www.kilgannon.com).

Before

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively the “Work Product”), developed or prepared by Agency or its employees, agents, contractors, or subcontractors under this Agreement, are the property of the Client, provided: (i) such Work Product is accepted by the Client within twelve months of being proposed by Agency (and such acceptance is reflected in written form from Client to Agency received within such twelve-month period); and (ii) Client pays all fees and costs associated with creating, and, where applicable, producing such Work Product. Subject only to the two aforesaid Conditions (the “Conditions”), all title and interest to Work Product shall vest in Client as “works made-for-hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made-for-hire, or any such Work Product may not be considered a work made-for-hire, all right, title, and interest therein is hereby irrevocably assigned by Agency to Client. In order to assure that its employees, agents, contractors, and subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, Agency will, as necessary, obtain the assignment and conveyance to Client, or to Agency for the benefit of Client, of any proprietary rights that such persons or entities may have or may have in the future to such Work Product. 

After

All rights, title and interest in and to plans, campaigns, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, patent, or similar protection (collectively the “Work Product”), developed or prepared by Agency or its employees, agents, contractors, or subcontractors under this Agreement, are the property of Agency. Client will have the right to unlimited use (subject to terms of any third party licensed material included in work product) of all such work product in their advertising and communication activities during the term of this agreement provided Agency places the media for such materials and all amounts due by Client to Agency in keeping with this Agreement are paid. Upon termination of this Agreement, should Client desire continued use of such work product, such work product will be available for license or purchase by Client and Agency agrees to negotiate in good faith for appropriate, commercially reasonable compensation to Agency for usage or purchase of such work product.  

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