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Written by : Franklyn Ghazal
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all right let's cover a topic that i often see get confused in agreements that we work on for clients i'm going to talk about intellectual property ownership there are really that's a little bit of a misnomer i'm going to talk about ownership and then also licensing because those are the two competing ways that intellectual properties should change hands under the terms of an agreement so ownership when you assign ownership also commonly referred to as work for hire however they're kind of whittling away what work for hire means so you should have language that assigns ownership of intellectual property if you wish to give ownership in an agreement so if you wish to just give the intellectual property any content that you create any creative work and by ownership i mean you give it to the other party you no longer have any rights any control you relinquish all of that to that other party that's giving ownership or assigning ownership now a license is different a license is where you provide permission to use in a limited capacity for a limited time maybe in a limited geographic region and for a limited purpose the intellectual property the creative work but you maintain the right to revoke that license you maintain control over it you can go use that creative work other other places whatever you want to do with it because you own it still you haven't given ownership of it over to someone so you can kind of think of a license like letting people borrow that intellectual property that creative work so a lot of the time you might see photos in articles or blogs that were licensed for the use in that article or blog but that photographer still owns that photo they can then sell it to national geographic or license it to others whereas if they assign ownership which is typically what you would see in maybe like a wedding photographer contract if they're shooting your wedding you would want ownership of the images of you and your family and your friends from your happiest day ever and so that would be where assignment of ownership should be present in that wedding photographer's agreement now this isn't as clear as it sounds in the language of an agreement because it's not as easy sometimes to decipher what a license versus an assignment is in a contract because the language can be rather verbose it can be a lot of language it can be confusing words like revocable in perpetuity and in the universe and all of these different things that may be obscure whether it is a license or it is ownership being assigned but it is tremendously important not only for you if you're someone that's a creative professional but also the person that's hoping to receive ownership of your branding or your photos whatever it may be you need to make sure that that intellectual property provision in the agreement is spelled out correctly and provides either the license or the ownership like you desire it to because if it doesn't you're in a totally different scenario and also for creative professionals out there you should be charging more for ownership than you should be for a license because they're getting the whole kitchen and the kitchen sink or whatever they're saying and they get to do whatever they want with it versus a license where there's limitations and you can revoke it so those should be different costs in my mind that's what i recommend at least and so it's super important to make sure that you a know what type of ip ownership or license you'd like to see for whatever engagement you have a contract for b that it's spelled out correctly and reflects that desire that you have in the agreement and of course that the parties understand which is which so that one doesn't think they're getting ownership but they get a license or vice versa that's important can avoid some disputes that way and also keep in mind that whether or not you assign or license is relevant to if you have an independent contractor or if they have an end client so let's say you have a contractor that provides you with some creative work but they only gave you a license and you're giving ownership to your end client you don't have ownership to give if you only got a license from that contractor and that can cause issues additionally if you then are going to go to your end client and give ownership and you didn't get ownership definitely a problem for you and you're not going to be able to save face there with your end client if the contractor comes out of the woodwork and tries to claim that also additionally if you license someone to your end client and they expected ownership and that was never discussed that could be a problem and also all of this dovetails into whether or not someone can register a trademark a copyright a patent in the creative work that is the subject of the agreement if someone only receives a license and they go to register a trademark a copyright a patent chances are they can't and they may even get in some trouble by the original artist because they didn't have the right to register that and registrations are public records so the other person might find out about it so intellectual property ownership ownership of creative work license and ownership assignment of ownership those are the two main ones there are some nuanced versions and kind of like hybrid versions that you can get into but it's important to make sure you know what you want going into the contract and that the contract accurately reflects it and that both parties to the contract understand what's in there to avoid disputes to avoid issues to avoid headache to avoid having to hire me a lawyer although you know i want to work with you you can hire us we're affordable we're fun but if you don't need us you don't need us and if you know what you're doing in these regards you don't need us so hope this was helpful hope it helps you avoid some situations that aren't so fun thanks for tuning in
Thanks for your comment Rick Duble, have a nice day.
- Franklyn Ghazal, Staff Member
Thanks for this interesting article
Thanks chrismx44m your participation is very much appreciated
- Franklyn Ghazal
About the author
I've studied industrial design (product design) at Gallaudet University in Washington and I am an expert in growth economics. I usually feel ashamed. My previous job was referee / umpire I held this position for 11 years, I love talking about pool and face slapping. Huge fan of Thomas Dekker I practice marathon swimming and collect seashells.
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