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IP Assignment Agreement for Contractors
By default, the contractor owns the copyright in what they make for you — not you. This generates the assignment agreement that fixes that, including for work that was 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 generally is not — absent a signed written assignment, the contractor typically retains the copyright in what they created, and you have at best an implied license to use it. People discover this at the worst possible moment, which is diligence.
The 'work made for hire' language people copy from the internet does not reliably solve it either. For a contractor, work-for-hire treatment only reaches a narrow set of specifically enumerated categories of work, and software is not one of them. An agreement that relies on work-for-hire language alone can leave the single most valuable thing your organization owns sitting with a freelancer you last spoke to in 2023.
This generates a real assignment agreement: a present transfer of rights rather than a promise to transfer later, with retroactive coverage if the work has already been delivered, a carve-out for anything the contractor already owned and brought with them, and the follow-through provisions that make patent filings possible later. It is a strong draft for your attorney to review, not a substitute for one.
The details that decide whether an assignment actually works
Present assignment versus promise to assign is the distinction that has decided real cases. An agreement saying the contractor 'agrees to assign' can be read as a promise to do something in the future — which means until they actually sign something else, they may still own it, and if they assigned it to someone else in the meantime, that other party can win. Language that presently transfers the rights on signature ('hereby irrevocably assigns') does the work immediately. It is a few words of difference and it is the whole ballgame.
Retroactive coverage is the situation almost everyone is actually in. The common story is that work started on a handshake, went fine, and nobody papered it until a lawyer asked during a raise or an acquisition. An assignment can be drafted to cover previously created work as well as future work, and getting a contractor to sign one after the fact is usually easy while the relationship is still warm — and can become impossible once it is not. If you have contributors you never papered, that is the highest-value hour of legal admin available to you.
Background IP needs a carve-out, and leaving it out is how these agreements get refused. Experienced contractors reuse their own tooling, component libraries, and design systems across clients, and they cannot assign you something they need for every other engagement. The workable structure is narrow: they keep what they already owned, you get a broad perpetual license to keep using it as embedded in your deliverables, and everything created specifically for you transfers outright. An agreement without this reads as overreaching and often stalls the signature.
How it works
Describe the arrangement
Your organization, the contractor, what they made, and whether it is already done.
River drafts the assignment
Structured around your state and your situation, with retroactive coverage where needed.
Fill the flagged blanks
Anything requiring a real date, address, or figure comes back marked, not guessed.
Send it to your attorney
You get a specific list of what to have them check, which makes that review cheaper.
What you get
- A present assignment of rights, not a promise to assign later
- Retroactive coverage for work already delivered, when that applies
- A background-IP carve-out with a license back, so contractors will actually sign
- Further assurances and cooperation provisions needed for patent filings
- Prior-work and third-party material disclosure, including open-source
- Every unknown flagged for you to fill in rather than invented
- A clear list of what to ask your attorney about before sending it
Common questions
Is this legal advice?
No. This produces a draft document and an explanation of the issues it addresses. It is not legal advice, using it does not create an attorney-client relationship, and it cannot account for your specific facts, your other agreements, or your jurisdiction's particulars. IP assignment is high-stakes — a defect surfaces years later during a financing or acquisition, when it is expensive and sometimes impossible to fix. Have a lawyer review it before anyone signs.
We already paid them. Don't we own it?
Usually not automatically, and this is the most common and most costly misconception in the area. Payment buys the deliverable; it does not by itself transfer the underlying 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 relicense it, sell the company, or stop the contractor from reusing it elsewhere. This is exactly the gap the tool is built to close.
Isn't 'work made for hire' enough?
Not by itself for most contractor work. Work-for-hire treatment for someone who is not your employee only reaches a narrow list of specifically enumerated categories of work, and software is not among them. A well-drafted agreement includes work-for-hire language and a present assignment as a fallback, so that if the work-for-hire characterization does not hold, the assignment still transfers the rights. That belt-and-suspenders structure is what this generates.
Can we still get this signed for work from two years ago?
Often yes, and it is worth trying immediately. Assignments can be drafted to cover previously created work, and most former contractors will sign on request while the relationship is cordial. The practical difficulty is not legal but human: people become unreachable, or realize they have leverage. If you have unpapered contributors, treat this as urgent rather than as cleanup.
Our contractor is outside the US. Does this still work?
Partially, and the tool will flag it rather than pretend otherwise. Several countries treat certain author's rights as inalienable regardless of what an agreement says, restrict assignment of works not yet created, or impose local formalities. A US-style assignment is usually still worth having, but for a contractor in a civil-law jurisdiction you should get local counsel to confirm it does what you think. Cross-border engagement can also raise tax and employment questions this document does not address.
Should this be part of the contractor agreement instead of separate?
Either works, and both are common. A combined independent contractor agreement is cleaner when you are papering a new engagement from the start. A standalone assignment is better when there is already a contract in place that lacks IP terms, or when you are retroactively covering past work. If you are setting up a new engagement, the independent contractor agreement tool produces the combined version.
IP Assignment Agreement for Contractors
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