Work made for hire; IP assignment
The clause deciding who owns what you made: you by default, or the client the moment they pay. Two legal mechanisms, one outcome.
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What it is
In the US the person who makes something owns the copyright the moment it exists, even when someone else paid for it. Work made for hire is a narrow statutory exception: automatic for employees, and available for contractors only across nine listed categories (contributions to collective works, translations, audiovisual works, compilations and so on) and only with a signed written agreement. Standalone software is not one of those categories and neither is most design work, although a particular deliverable can sometimes qualify: a module written for a larger assembled product may count as a contribution to a collective work, a curated asset set as a compilation, a title sequence as part of an audiovisual work. You do not want ownership resting on that argument, so the clause doing the real work is an assignment: a present-tense transfer of copyright, with work-for-hire language kept as a fallback.
Reach for it in any client contract where the deliverable is the product. Three decisions worth making on purpose: assign on receipt of full payment rather than on creation, so unpaid work stays yours; carve out your pre-existing tools, libraries and components and license those instead of assigning them; and reserve a portfolio right so you can show the work afterwards. Moral rights waivers matter outside the US. Third-party and open-source components inside the deliverable are not unassignable by nature; you simply never owned them, so there is nothing for you to transfer and their own licenses govern what the client may do. List them rather than pretending they came along with the assignment.
Gotchas: 'hereby assigns' beats 'agrees to assign'. The future-promise version leaves ownership with the creator until a second signature that may never happen, which is the distinction that decided Stanford v. Roche. And in California, labeling a contractor's output 'work made for hire' can pull them into employee treatment for workers' compensation and unemployment insurance, which is another reason careful contracts lead with assignment language.
Ask AI for it
Draft an intellectual property clause for a design and development services agreement. Use present-tense assignment language ('Provider hereby irrevocably assigns to Client all right, title and interest in the Deliverables'), with work made for hire as a secondary fallback only. Make the assignment effective on receipt of full payment and state that Provider retains all rights until then. Add: a Background IP section listing Provider's pre-existing tools, libraries and components, licensed to Client on a perpetual, worldwide, non-exclusive, royalty-free basis rather than assigned; a schedule of third-party and open-source components with their licenses, stated as components Provider does not own and therefore cannot assign, with the client's rights flowing from those licenses instead; a waiver of moral rights where waivable; a further-assurances line covering registration paperwork; and a portfolio clause letting Provider display the work publicly after launch. Plain English, no legalese.