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.
This newsletter is general information, not legal advice, and reading it doesn’t create a solicitor–client relationship. It assumes English law. Contracts vary, so get advice on yours before you rely on anything here.
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, and the IP had transferred. He had never been paid. The unpaid fee was still a debt he could chase. But the IP was gone. The leverage that would have made payment easy had already moved with the files. The work he had done, in effect for free, was now legally someone else’s. Getting it back would cost far more than the invoice ever would.
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.
A payment trigger gives both sides a cleaner test than ‘was delivery complete?’ It only works if the contract defines what ‘full payment’ means. In writing. Otherwise, you have swapped one argument for another..
Get that right and this becomes one of the rare clauses where the freelancer’s interest and the founder’s interest line up. Most clauses don’t. 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. It’s also a different mechanism, so fixing your payment trigger won’t fix it on its own.
Who owns the IP and whether you’re allowed to talk about the work are two separate things.
Confidentiality clauses. Non-use clauses. Publicity restrictions.
Any of them can quietly kill your portfolio rights even after the IP is transferred cleanly. Those are the clauses that decide whether your work can ever appear on your website.”I spoke to a copywriter recently. Maya 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. She was pitching for new work with a portfolio that was legally not hers to show.
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 say nothing at all. Silence usually isn’t neutral. Once you’ve assigned the IP, if the contract says nothing about your right to use it, the safe assumption is that you have none. Get it in writing. Silence is not your friend. What ChatGPT will not tell you
You might think you can just paste the contract into ChatGPT and ask, “anything I should worry about?” You can. Here’s what you 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 payment.” 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
Here is language that closes the most common version of this problem. Treat it as a starting point to adapt, not a guarantee. The right wording depends on your contract.
“All intellectual property rights in the deliverables remain with [your name/company] until receipt of full payment in cleared funds. Until full payment is received, the client has no right to use the deliverables. Upon receipt of full payment, all intellectual property rights transfer to [client name]. If full payment is not received, or the agreement is terminated before payment, all rights remain with [your name/company]. [Your name/company] retains the right to use the deliverables in portfolio and promotional materials unless otherwise agreed in writing.”
A payment trigger like this removes the most common version of the problem James ran into. And because it is written into the contract you both sign, it has legal force. Copyright assignments must be in writing and signed to work. This one is.
Before you sign
Find the IP clause in the contract in front of you (or the last one you signed), and run it through this checklist.
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?
And check separately for confidentiality or publicity clauses — they, not the IP clause, are usually what stops you showing your work.
If any of the above are wrong, send the counter-language above before you do anything else.
James lost a brand identity to two words: upon delivery. Your next contract is five words away from never being in his position: upon receipt of full payment.
[P.s.: A quick note for the curious. Even after you assign copyright, “moral rights”, like the right to be credited as the author, are separate and can’t be assigned, only waived. That’s a topic for another issue.]
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Louise