IP ownership: frequently asked questions

Not automatically. The person who creates a work is its first owner, unless they made it as an employee in the course of their employment (CDPA 1988, ss 9(1) and 11). Freelancers, agencies and consultants are not employees, so they keep the copyright until they assign it to you in writing, signed by them (CDPA s 90(3)). A paid invoice is not an assignment. The IP Assignment Deed in the Made & Owned pack has a freelancer or agency route, ideally signed before the work starts. More detail: who owns intellectual property made by a freelancer or contractor.

No. A company cannot own anything made before it existed, so whoever made it still owns it (CDPA ss 9(1) and 11(1)). Each founder needs to sign an assignment into the company. The Made & Owned deed has a "founder into company" route that catches what the founder has made relating to the business up to a set date, plus a handover clause for code, files, domains and logins. If shares are being issued for the IP, use the pack's Company Approvals document, and see the Founders & Shares pack for the shareholders' agreement.

Not necessarily. The employer-ownership rule applies to employees, meaning people employed under a contract of service (CDPA ss 11(2) and 178). A director can also be an employee, but whether they are is a question of fact (*Secretary of State for BERR v Neufeld* [2009] EWCA Civ 280 at [80] to [81]). A founder director with no service agreement may own what they make. The safest approach is a signed assignment for past work and a service agreement that deals with IP from now on. The People & HR pack covers employment contracts.

Usually the employer. Copyright in a work made by an employee in the course of their employment belongs to the employer, subject to any agreement to the contrary (CDPA s 11(2)), and the same applies to designs (CDPA s 215(3); Registered Designs Act 1949, s 2(1B)). Inventions have separate rules: the employer owns them only in the circumstances set out in Patents Act 1977, s 39(1), a contract cannot cut down the employee's statutory rights (s 42(2)), and an employee can sometimes claim compensation (s 40). Read who owns intellectual property created by an employee.

This is unsettled. For a literary, dramatic, musical or artistic work that is "computer-generated", meaning there is no human author, the author is treated as the person who made the arrangements necessary for its creation (CDPA ss 9(3) and 178), and protection lasts 50 years (s 12(7)). It is unclear how that fits with the requirement that a work be original, and the government's March 2026 *Report on Copyright and Artificial Intelligence* proposed removing this protection while keeping protection for AI-assisted works. Nothing has changed in law yet. Check the AI tool's terms too. The Made & Owned deed asks the maker to disclose any generative AI use (Schedule 3, Part C). See the Made & Owned pack.

An assignment transfers ownership: the business becomes the owner and the maker no longer is. A licence is permission to use something while the owner keeps it. An assignment of copyright must be in writing and signed by the assignor (CDPA s 90(3)), and every licence of a registered trade mark must be in writing signed by the owner (Trade Marks Act 1994, s 28(2)). The Made & Owned pack includes both an IP Assignment Deed and an IP Licence. For when to use which, see IP in commercial contracts: retain, licence-on-payment, or assign?.

Copyright only needs signed writing (CDPA s 90(3)), but the pack uses a deed because it includes a power of attorney, which must be executed as a deed (Powers of Attorney Act 1971, s 1(1)), and claims on a deed get 12 years, not six (Limitation Act 1980, ss 5 and 8). An individual signs in front of a witness who attests (Law of Property (Miscellaneous Provisions) Act 1989, s 1(3)); a company signs by two directors, a director and the secretary, or one director with a witness (Companies Act 2006, s 44). The witness should be physically present, not on a video call (Law Com No 386, paras 5.30 to 5.35). Read the IP assignment deed guide.

Authors have moral rights, including the right to be identified and to object to derogatory treatment of their work (CDPA ss 77 and 80). These rights cannot be assigned (s 94), so assigning the copyright leaves them with the author. They can be waived by signed writing, for existing or future works, and a waiver in favour of the owner is presumed to extend to its licensees and successors (s 87(2) and (3)). Without one, adapting a logo or editing copy can cause arguments. The Made & Owned deed includes a waiver and requires an agency to get waivers from the individuals who did the work. See the Made & Owned pack.

Yes, and the deed has both routes. If you choose £1, it must actually be paid. A nominal price does not switch off the rest of the law: if the assignor is a director (or connected with one) and the IP is a substantial non-cash asset, members' approval may be needed first (Companies Act 2006, ss 190 and 191), and HMRC may look at market value. For shares, the pack's Company Approvals document (board minute and members' written resolution) and the Signing Day Checklist set out the steps, and the deed makes the IP and the shares change hands at the same moment. Take advice from your accountant before signing. Details are in the IP assignment deed guide.

For registered rights, yes, and promptly. Until an application to register a trade mark assignment is made, it is ineffective against someone who acquires a conflicting interest in ignorance of it, and you may not recover costs in an infringement claim unless you apply within six months (Trade Marks Act 1994, s 25(3) and (4)). Patents have a similar costs rule (Patents Act 1977, s 68). For registered designs, an unrecorded document may not be admitted as evidence of title unless the court directs otherwise (Registered Designs Act 1949, s 19(5)). Check current forms and fees on gov.uk. The pack's IP Register tracks what has been recorded.

Use a one-way NDA when only you are sharing confidential information, and a mutual NDA when both sides are, such as talks about a joint venture or a supply deal. A mutual NDA often looks fairer and so is easier to get signed. The Made & Owned pack includes both, with the same clauses and a Key Details table for a specific Purpose and period. No NDA can stop protected whistleblowing (Employment Rights Act 1996, s 43J) or certain disclosures by victims of crime (Victims and Prisoners Act 2024, s 17), and both NDAs say so. Read mutual NDA vs one-way NDA.

Under the Made & Owned NDAs, not without your consent. Clause 2.1(g) says the recipient must not put confidential information into any publicly available AI tool, or any other tool whose provider may use, retain or learn from it, without the discloser's prior written consent. That matters because trade secret protection depends partly on "reasonable steps" being taken to keep information secret (Trade Secrets (Enforcement, etc.) Regulations 2018, reg 2). The consent route lets you approve a specific tool on suitable terms. Apply the same rule to your own team. See mutual NDA vs one-way NDA for the AI-tools angle.