How do I make IP transfer only after full payment?

Client claims ownership from day one? Use an IP-on-payment clause so rights pass only when you are paid, with a review licence meanwhile.

The risky clause

All work, drafts and materials belong to the Client from the moment of creation, whether or not payment has been made.

Why it is dangerous

If ownership transfers before payment, a client can use your work and still not pay. IP-on-payment gives you leverage: rights pass when the final invoice is paid, with a limited licence to review the work. Keep tools and pre-existing code outside the transfer. This is general information, not legal advice.

Safer clause to propose

Ownership of deliverables transfers to the Client only on receipt of full payment. Until then the Client has a limited licence to review the work. Contractor retains pre-existing tools and know-how.

Message to send

Hi [Client],

Could we update the IP clause so ownership passes to you once the final invoice is paid? You will have a review licence meanwhile. It is a standard protection. Thanks, [Your Name]

Frequently asked questions

Can I withhold files until I am paid?

If your contract says IP transfers on payment, you can keep final files until the invoice is paid. Put it in writing.

Does the client need a licence before payment?

A limited review licence is common so the client can evaluate the work.

Home Scanner Scope Guard Payment Chaser Sample report Pricing Earn 30%Guides Risk calculator Clause library Privacy Terms