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Delivery & IP

IP Transfers Only on Full Payment

Ownership of the work passes to the client only after they've paid in full — until then, the rights stay with you.

When to use it: Use in every project where you hand over creative work — design, code, writing, video, or photography.

The clause

Ownership and Rights. All work product, including all intellectual property
and copyright therein, remains the sole property of the Contractor until the
total project fee has been paid in full. Upon receipt of full payment, the
Contractor assigns to the Client all right, title, and interest in the final
deliverables. Until full payment is received, the Client is granted no license
to use, reproduce, or distribute the work product.

Replace anything in [brackets] with your own details before using.

Why this clause matters

This is the clause that keeps your leverage after you deliver. Without it, handing over the files can be read as handing over the rights — and once a client is using your work, the pressure to pay evaporates. Tying the transfer of ownership to full payment keeps the two events linked.

How to use it

  • Make transfer conditional, not automatic. The clause holds all rights with you until the fee is paid in full, then assigns them on payment.
  • Deny interim use. The final sentence makes clear the client has no license to use the work before paying — important for drafts, previews, and "just to show my boss" situations.
  • Match your delivery method. The clause is only as strong as your ability to enforce it. Sending files by email before payment undermines it.

Related terms to pair it with

Pair with a deposit clause so the start is covered and payment terms so "paid in full" has a defined deadline.

This is a general template for information only, not legal advice. IP and copyright assignment rules vary by jurisdiction — have a qualified professional review your contract before you rely on it.

This clause says ownership transfers on payment. FileDue enforces it in practice — the files literally don't unlock until the client has paid.

See how FileDue works →

Related clauses

Deposit Required Before Work BeginsRequires an upfront deposit before any work starts, so you're never fully exposed at the beginning of a project.Payment Terms (Net 15)Sets a clear invoice due date and payment window so 'I'll get to it' never becomes an open-ended wait.