IP assignment
IP assignment is the set of contract clauses that transfer intellectual property in created work — code, designs, content — from the vendor and its engineers to the buyer. It is the plain-English 'work-for-hire' outcome that buyers expect by default but does not happen automatically in every jurisdiction.
IP assignment is boring but load-bearing. The clauses sit at the back of the contract and rarely come up — until they do, usually during an acquisition, an audit, or a dispute, at which point ambiguity becomes very expensive. A clean assignment names what is being transferred, when the transfer takes effect, and who on the vendor side has signed the chain through to the individual engineer.
The common mistake is to assume the buyer owns the code because they paid for it. In several jurisdictions the default vests authorship with the individual creator, not the company that hired them, which means the contract has to carry the assignment explicitly — both between vendor and buyer and between vendor and its own engineers. It also pairs with the rest of the commercial frame: a statement of work defines what gets built, time and materials or managed services defines how it gets paid for, and IP assignment defines who ends up owning it. For a dedicated development team producing code over years, getting this right at the start is far cheaper than fixing it later.
