Establish deliverable ownership

When you complete your work for the client, it needs to be clear who owns that work product, and what they can do with it. Most times, your work will be treated as work made for hire, in which case, the client has full ownership of it, and can do anything it wants with it, provided it doesn’t breach other contract elements. This is pretty standard. In some cases, you’ll retain ownership of the work, and the client will have limited use of it. Those limits must be clearly specified in the contract. Expect your client’s initial negotiating position to be one where they own everything you do for them, and for intellectual property you provide, you’ll give them perpetual, unrestricted, royalty and license fee free, global rights to do with it whatever they want. That’s asking for a lot. If you give them those rights, your intellectual property becomes theirs. They can do whatever they want with it, including reselling it, sharing it with others, and even competing with you. While that’s an unlikely scenario, it could be a very damaging one. Consider approaching ownership to intellectual property in three parts: If you create the content and deliverable, just for the client, and it’s only for this engagement, they should own it, because it’s work product. If you include some of your intellectual property as a core part of your deliverable for the client, they should have unrestricted rights to use it as part of that deliverable. If you have some proprietary code, and you’re building a system for the client, and that proprietary code is part of the system, the client needs access to that code, and they shouldn’t be paying you ongoing, for using it, since you built the system for them. If you share preexisting intellectual property as part of the engagement, you should retain the rights to it. If the clients wants to use it, the purpose should be specified and you should be compensated for it. At thoughtLEADERS, we create leadership training courses. Our training materials are our intellectual property. When we go into contract negotiations, it’s non-negotiable that we retain the rights to our intellectual property, and the client doesn’t have any right to use it outside of the classroom. We had one client situation where I was negotiating it, and the person on the other side of the table, the client, said, “Well, what happens if we “just take your training materials, “and decide we’re going to start training our people with it?” I said, “Well, there’s two problems with that. “First, it’s a copyright violation, and that’s illegal. “And second, in the contract, we’ve specified “that you’re not allowed to do that.” We had successfully protected our intellectual property. And we weren’t giving away those rights for free. As a consultant, your intellectual property is your product. It’s your secret sauce that differentiates you from the other consulting firms. Protect it wisely, and make sure you’re not accidentally giving it away for free.