Work for hire — how not to lose code rights in a client contract

Work made for hire in US-style MSAs often means: what you build under the deal is theirs from creation.

You thought you “sold a project” — you may have licensed your toolkit forever.

Work for hire vs assignment

Many MSAs use both. Search the IP section for work made for hire and assign all right, title and interest.

Background IP trap

You “retain” pre-existing code but grant a perpetual royalty-free license for anything needed to use deliverables — client can reuse your framework elsewhere.

Ask for: narrow license, this product only, no exclusive sublicense.

Open source warranty

You warrant no OSS that forces disclosure of client code — dangerous if dependencies are not yours alone.

Portfolio

Get a written portfolio carve-out unless NDA blocks it.

Checklist

1. Work for hire — yes/no
2. Background IP licensed?
3. Exclusive?
4. Reuse modules elsewhere?
5. Portfolio allowed?

Upload the MSA to Contractoor — IP shows in risk blocks.

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Informational only, not legal advice.