Is immediate / work-for-hire ip assignment normal in a master services agreement (msa)?

A master services agreement (msa) can assign the custom deliverables to the client, but a blanket work-for-hire clause with no carve-out for your pre-existing tools and reusable code or assets is too broad. Add a Pre-Existing Materials exclusion.

What’s market-standard

The client owns the specific custom deliverables. The freelancer keeps ownership of pre-existing materials, general skills, know-how, and reusable tools, and grants the client a license to use them as embedded in the deliverables.

Warning signs

• Assignment of 'all intellectual property conceived during the term', not limited to the deliverables
• No carve-out for pre-existing IP or background tools
• Assignment of 'derivatives and improvements' to the freelancer's own tools
• Moral rights waiver with no portfolio carve-out

Wording you can send

The assignment in Section X applies only to the Deliverables. It excludes the Provider's Pre-Existing Materials, tools, libraries, and know-how, which the Provider retains and licenses to the Client on a perpetual, non-exclusive basis to the extent embedded in the Deliverables.

What it means for you

Broad language assigning everything you create, sometimes including things you made before the engagement or that you reuse across clients. 'Work made for hire' plus a catch-all assignment can sweep in your templates, libraries, and methods.

Not legal advice. Gig Clause is software, not a law firm or a professional service, no attorney reviews, drafts, or is otherwise involved in anything it produces. It automatically highlights common contract issues and suggests negotiation language. Using it does not create an attorney-client relationship. For decisions with significant financial or legal consequences, consult a qualified attorney licensed in your jurisdiction. Clause standards vary by industry and location and change over time.