Assets and control
Intellectual property
IP clauses decide who owns what a commercial relationship produces. Get them right and each side keeps what it brought and the client gets what it paid for; get them wrong and a contractor walks away with the copyright in your bespoke software, a partner blocks your licensing, or an AI tool generates deliverables nobody legally owns. And choosing English law does not import English IP ownership rules - a trap most standard forms miss.
Pillar guide
Intellectual property in commercial contracts: who owns the output.
IP clauses decide who owns what a commercial relationship produces. Get them right and each side keeps what it brought and the client gets what it paid for; get them wrong and a contractor walks away with the copyright in your bespoke software, a partner blocks your licensing, or an AI tool generates deliverables nobody legally owns. And choosing English law does not import English IP ownership rules - a trap most standard forms miss.
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All intellectual property guides.
Start with the main guide or open the specific clause question you need.
How IP ownership works under English law - background, foreground, and AI-generated IP, and why choosing English law does not set who owns the IP.
Cross-border IP ownershipWhy choosing English law governs the contract but not who owns the IP, how Rome I and Rome II split the questions, and what the cases decided.
Background IPWhy background IP is purely contractual, how the provided/used/needed definitions differ, what courts imply when silent, and the M&A trap.
Foreground IP ownershipWhy the contractor (not the paying client) owns commissioned IP under English law, the IP Act 2014 design-right change, employee inventions, and joint ownership.
IP assignment clausesWhy present-assignment language beats a promise to assign, how s.91 CDPA vests future copyright, the writing requirement, and cross-border drafting.
Who owns AI-generated work?How s.9(3) CDPA works, why AI cannot be author or inventor, the US and EU positions, Getty v Stability AI, and how to draft for AI output.
IP indemnities, licensing & moral rightsHow IP indemnities (often uncapped), perpetual-licence survival, sub-licences, insolvency, and cross-border moral rights interact with the rest of the contract.
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