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IP Assignment Agreement for Contractors
A contractor usually owns the copyright in what they make for you. River fills in an assignment that transfers it, including work already delivered.
Most founders and nonprofit directors assume that paying someone to make something means owning it. For employees that is broadly true. For independent contractors it usually is not: without a signed written assignment, the contractor generally keeps the copyright in what they created, and you hold at most an implied license to use it. People tend to discover this at the worst possible moment, during investor or buyer due diligence.
River fills in its contractor IP assignment agreement from your facts. It presently assigns the work rather than promising to assign it later, and reaches back to the date the work actually began. It keeps what the contractor already owned with them, licenses it to you where it is built into your deliverables, and asks the contractor to list prior work. It relies on assignment rather than work made for hire wording, for the reasons below.
Use it to paper a new contractor before work starts, or to clean up work that was delivered on a handshake, ideally while the relationship is still good and before an investor asks. If you also need the commercial terms, such as fees, schedule and termination, pair it with the independent contractor agreement. Founders drafting several startup documents can use the founder document studio, which starts from the same agreement.
The details that decide whether an assignment works
Present assignment is the first detail. An agreement saying the contractor agrees to assign can be read as a promise to transfer later, so until something else is signed they may still own the work. Words that transfer the rights on signature, such as hereby assigns, do the job immediately. Retroactive coverage is the second. Setting the start date to the day work actually began, and paying a separate sum where the work is already done, brings past work inside the agreement.
Work made for hire wording is a weaker tool than people expect. For someone who is not your employee, it applies only to nine categories of commissioned work listed in the Copyright Act, and software is generally not among them. In California it can also cause harm, because a signed work made for hire agreement can make an individual contractor an employee for workers' compensation purposes under Labor Code Section 3351.5(c). River's agreement therefore relies on a direct assignment.
Background work needs a carve-out, and leaving it out is how these agreements get refused. Experienced contractors reuse their own tools, code libraries and design systems across clients and cannot hand them over. The workable structure keeps what they already owned with them, gives you a broad perpetual license to use it as part of your deliverables, and transfers everything made for you outright. The prior inventions list makes the line visible to both sides from the start.
How it works
Describe the work
Name the contractor, what they made, when they started, and anything they already owned and reused.
River fills the agreement
It completes River's contractor IP assignment from your facts and sets the start date correctly.
Confirm the blanks
Anything needing a real date, address or amount is marked for you rather than guessed.
Ask follow-ups in chat
Ask for the matching contractor agreement, a cover email to the contractor, or a lawyer's checklist.
What you get
- River's contractor IP assignment agreement filled in with your names, work description and dates
- A present assignment of rights, reaching back to the day the work actually began
- A separate payment option that supports the assignment when the work is already done
- A prior inventions list and a license to any background work built into your deliverables
- Confidentiality, open source limits and the federal whistleblower notice the agreement already includes
- Notes in chat on anything to confirm, including contractors outside the US or who may be employees
Common questions
We already paid them. Don't we own it?
Usually not automatically. Payment buys the deliverable; it does not by itself transfer the copyright from an independent contractor. Without a signed assignment you may hold only an implied license to use the work for its intended purpose, which is often not enough to license it to others, sell the company, or stop the contractor reusing it.
Isn't work made for hire wording enough?
Not for most contractor work. For a non-employee, work made for hire covers only nine listed categories of commissioned work, and software is generally not one of them. In California the wording can also make an individual contractor an employee for workers' compensation purposes. That is why this agreement uses a direct, present assignment instead.
Can we still get this signed for work from two years ago?
Often yes, and it is worth doing now. The agreement's start date can be set to when the work began, so it covers past work, and a small separate payment helps support a later assignment. The difficulty is usually practical rather than legal: people become hard to reach or realize they have leverage, so ask while the relationship is good.
Our contractor is outside the US. Does this still work?
Partly. Some countries treat certain author's rights as impossible to give up, restrict assigning future works, or require local formalities, and engaging someone abroad can raise tax and employment questions. A US assignment is still worth having, but get local advice to confirm it works where the contractor lives. River flags this in chat.
Should this be part of the contractor agreement instead?
Either works. A combined independent contractor agreement is cleaner for a new engagement, while a standalone assignment suits an existing contract that lacks IP terms or a cleanup of past work. If both documents are signed, this assignment controls on ownership, which the agreement itself says.
Is this legal advice?
No. It is a filled-in draft of a standard agreement with notes on what to confirm. A defect in an IP assignment tends to surface years later during a financing or acquisition, when it is expensive to fix, so have a lawyer review it before signing, especially for valuable software or patentable work.
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
IP Assignment Agreement for Contractors
Describe what you need, add any files you have, and your workspace opens with the work already underway.