In Independent Contractors: How to Assign Copyrights, I provided sample language for an independent contractor’s assignment of copyrights to a client. This post explains why the present assignment aspect of that language is critical.
Here (with emphasis added) is the relevant portion of the pivotal sentence:
Contractor hereby irrevocably assigns, transfers and conveys to Client all of its right, title and interest in and to the Deliverables, including complete, unconditional and worldwide ownership of all intellectual property rights in any draft or final version of the Deliverables.
The word “hereby” makes this a present assignment. No further action is required – as soon as any Deliverable is created, all rights, including intellectual property rights, automatically are assigned to Client.
Contrast the following language (which I did not draft, and with emphasis added) in a client agreement that I was working on recently:
These [specified in the preceding sentence] rights will be assigned under this Agreement by the Supplier to [Client], which assignment of rights is accepted by Client now for then immediately after the creation of those rights.
The awkward wording is a minor point (and is explained by the agreement having been prepared in Europe). The major point is that this provision specifies a future assignment by the independent contractor requiring additional action – potentially putting the client at the independent contractor’s mercy if, especially if the parties’ relationship sours.
Bottom line: If you are the client, make sure that your independent-contract agreement includes a present assignment of intellectual property and all other rights.
Related post: Present Assignment is Important for Patents, Too
Check out all posts about assignment of copyrights.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.