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When should IP transfer to the agency?

Agency owns your work from creation whether or not it pays? Switch to IP on full payment, with a licence for delivery. Sample clause.

The risky clause

All work product, tools and pre-existing materials used on the project are owned by Agency from creation, whether or not paid.

Why it is dangerous

If IP moves before payment, the agency can keep your work even if it does not pay. Transfer on full payment keeps leverage. Keep pre-existing tools yours and license them for the project. This is general information, not legal advice.

Safer clause to propose

Ownership of deliverables transfers on full payment of the relevant invoice. Subcontractor retains pre-existing tools and grants Agency a licence to use them within the deliverables.

Message to send

Hi [Agency],

Could IP transfer on full payment of each invoice, with my pre-existing tools licensed for use in the deliverables? Thanks, [Your Name]

Frequently asked questions

Can an agency use work I have not been paid for?

Only if the contract allows it. Tie IP transfer to payment.

What about my reusable code?

Keep it excluded and grant a licence for the project.

Related guides

• Should my liability match the agency's client contract?
• Do I need insurance as a subcontractor?
• Can an NDA claim my existing contacts?
• What is a staff non-solicit clause in an agency contract?
• What notice should a subcontractor get on termination?

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Not legal advice. ClauseRadar is an automated AI review tool, not a law firm. © 2026 ClauseRadar.