Small Print | Issue 3: The five words that decide who owns your work
On the IP clause, payment leverage, and what happens to work that was never paid for
James did everything right. He spent three months building a brand identity for a tech start up. Logo, typography, brand guidelines, the full system. He invoiced on delivery. The client said they loved it.
Then the client went quiet. Emails went unanswered. The payment did not arrive. James chased for six weeks before he accepted that it was not coming. He moved on.
A few months later he started putting together a new portfolio. He pulled up the start up's website to grab screenshots of the brand work. It was there. Still live. Still clearly his style.
He could not use it. The contract said:
"All intellectual property created under this agreement transfers to the client upon delivery of final files." He had delivered the files. The IP had transferred. He had never been paid. None of that mattered to the clause. The work he had done for free, in effect, was now legally someone else's.
Why IP transfer timing is a commercial decision, not a legal technicality
Most freelancers treat the IP clause as small print. They shouldn't. The IP clause is a payment leverage clause that happens to be written in legal language.
It is in every contract. It seems like a formality. Of course the client owns the work. That is the whole point.
But when does the client own it? That is the question.
"Upon delivery" means the moment you hand over the files, ownership moves. You have no leverage left. If the invoice is not paid, you cannot take the work back. You cannot use it elsewhere. You cannot even show it without permission.
"Upon receipt of full payment" means ownership moves when the money arrives. Until then, you retain the rights. That is leverage. Real, commercial leverage.
Five words. That is the difference.
The same clause cuts the other way for founders
If you are a founder commissioning the work, this clause is just as expensive, for different reasons.
A contractor builds your product. The IP clause says "on delivery." Six months later the contractor argues delivery was incomplete because the final file was never signed off, or because a milestone was disputed, or because a deliverable was rejected and resent. Suddenly the IP that you assumed sat with the company is contested. Your investor due diligence stalls on whether the company actually owns its own product. Funding round delayed by weeks while lawyers untangle who owns what.
The clause that protects the freelancer also protects you. Both sides need the trigger to be payment, not delivery. It removes the dispute before the dispute exists.
This is the clause where the freelancer's interest and the founder's interest line up. Most clauses do not. This one does.
The portfolio problem nobody talks about Payment is the obvious issue.
But the portfolio problem is just as damaging, and it affects freelancers whether they are paid or not.
If your contract says the client owns all IP on delivery, they also own the right to decide whether you can use it publicly. Many contracts include a separate clause giving the client control over portfolio use, case studies, and testimonials.
I spoke to a copywriter recently who had spent twelve months producing content for a financial services firm. Long-form articles, email campaigns, product pages. Solid work. Work she was proud of.
When she left the engagement, she discovered the contract prevented her from using any of it publicly, discussing the client relationship, or referencing the work when pitching new clients.
Twelve months of work. Invisible on her CV. She had signed that clause. She had not known what it meant.
Two things to check in your IP clause
The IP clause in your contract is usually one of the shorter clauses. It gets less attention than the payment terms or the scope of work. That is worth changing.
When you read it, check two things.
First: When does the IP transfer? On delivery, or on payment? If it is on delivery, ask whether you can change it. Many clients will accept "upon receipt of full payment" without any pushback. They are not trying to steal your work. They just used a standard template.
Second: What rights do you retain? Can you use the work in your portfolio? Can you name the client? Can you write about the project in general terms? Some contracts allow this explicitly. Others are silent, which creates ambiguity. Silence is not your friend.
What happens to work that was never paid for
This is the situation James was in. He had transferred the IP on delivery. The invoice was never paid. And he had no mechanism to reclaim the rights.
Once the IP has transferred, getting it back is expensive, slow, and uncertain. The contract is the answer. The clause that triggers transfer on payment costs nothing to ask for and prevents the situation entirely.
What ChatGPT will not tell you
Paste this contract into ChatGPT and ask "anything I should worry about?" You will get back: "This is an IP assignment clause; you may wish to review with a legal professional."
That is descriptive. It does not tell you the clause is missing a payment trigger. It does not tell you it is silent on portfolio rights. It does not rank the severity of "on delivery" versus "on completion." It does not give you the exact five words to add.
That is the difference between a description and a review. A review tells you what is missing, what is dangerous, and what to send back. Which is what BeforeYouSign is built for.
What good looks like
A contract that protects you on IP should say something like this:
“All intellectual property rights in the deliverables remain with [your name/company] until receipt of full payment. Upon receipt of full payment, all intellectual property rights transfer to [client name]. [Your name/company] retains the right to use the deliverables in portfolio and promotional materials unless otherwise agreed in writing.”
Clear is what protects you.
Before you sign
Find the IP clause in the contract in front of you (or the last one you signed).
Check the trigger: delivery, completion, or payment?
Check the scope: deliverables only, or "including know-how / methods / processes"?
Check the portfolio rights: explicit, silent, or restricted?
If any of the above are wrong, send the counter-language above before you do anything else.
James lost a brand identity to four words. Your next contract is five words away from never being in his position.
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Louise