Three Contract Clauses That Actually Protect Your IP

The agency you hired built your product. But without the right contract, they own it. That's not a hypothetical. It's happened to funded startups. Three clauses fix this.

Clause one is work-for-hire or IP assignment. It must explicitly state that anything created under this contract transfers to you. "Work made for hire" is the US legal term. Without it, the developer retains copyright by default. Clause two covers pre-existing IP. Developers reuse libraries, components, even full modules they've built before. This clause requires them to disclose any pre-existing code they're embedding — and confirm you can actually use it. Clause three is non-compete and non-solicitation. It stops the agency from taking your customers and poaching your team once the engagement ends. It's easy to overlook. It's expensive to enforce later.

Here's what it costs you to skip each one. No IP assignment — the agency owns the codebase and can resell it, fork it, or hold you hostage at renewal. No pre-existing IP clause — you inherit a licensing time bomb. A library they embedded years ago triggers a cease and desist. No non-solicitation — six months after the project closes, your two best engineers are working for their next client. Get all three in writing before a single line of code is written.