Intellectual Property Considerations for Design Professionals

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation. Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Owner shall release the Designer from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), but only to the extent such Damages arise out of or result from the Owner’s use or alteration of the Instruments of Service without the involvement of Designer.

When ownership is at issue, it’s often better limited to the final version of the design that the owner selects for the project. Earlier concepts or alternate schemes can then stay with the design team. This is particularly relevant for firms that develop multiple creative directions before one is approved. Keeping the unselected material available for future use helps preserve the value of your own ideas and the efficiency of your design process.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation. Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Owner shall release the Designer from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), but only to the extent such Damages arise out of or result from the Owner’s use or alteration of the Instruments of Service without the involvement of Designer.

If an ownership clause is drafted too broadly, it can unintentionally cover far more than the drawings and specifications that make up your actual instruments of service. Some provisions include “all documents,” which could be interpreted to mean anything created during the project — even emails or correspondence. Internal and external communications are not part of your intellectual property in the same way your drawings are, and they shouldn’t transfer under the contract. If emails ever need to be shared, that typically happens later under discovery rules in a dispute, not because they were captured by overly broad ownership language.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team”) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation. Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Notwithstanding the foregoing, each member of the Design Team shall retain ownership of their respective typical or standard design details, depictions, instructions and specifications to the extent that the same are regularly issued by them in the ordinary course of their practice and are not specific or unique to the Project (collectively, “Standard Details”). Owner shall release the Designer from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), but only to the extent such Damages arise out of or result from the Owner’s use or alteration of the Instruments of Service or Standard Details without the involvement of Designer.

Standard details are the building blocks of most design practices—the repeatable technical solutions that make projects efficient and consistent. Examples include waterproofing methods, window flashing details, or other common assemblies used across jobs. If an ownership clause transfers all rights to the owner without limitation, those details can become the owner’s property, meaning you would need permission just to use your own work again on future projects. Excluding standard details from the transfer helps preserve the tools and methods that keep your practice running smoothly and prevents everyday technical knowledge from being treated as someone else’s asset.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation. Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Notwithstanding the foregoing, each member of the Design Team shall retain ownership of their respective typical or standard design details, depictions, instructions and specifications to the extent that the same are regularly issued by them in the ordinary course of their practice and are not specific or unique to the Project (collectively, “Standard Details”). Subject to the terms of this Section, Designer hereby grants to Owner, and shall cause each member of the Design Team to grant to Owner, a non-exclusive, irrevocable license to use and copy the Standard Details for the sole purpose of the Project and any improvements constructed on the Project Site at any time. Owner shall release the Designer from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), but only to the extent such Damages arise out of or result from the Owner’s use or alteration of the Instruments of Service or Standard Details without the involvement of Designer.

After excluding standard details from the ownership transfer, it can help to let the owner use those details under a limited license for the project and any later improvements. This approach keeps the project functional for the owner while allowing you to continue applying your standard methods on future work. It also ensures the owner can maintain and operate the finished building without limiting your ability to rely on the technical solutions that form the core of your practice.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation, provided that and expressly conditioned on Owner hereby agreeing that use or alteration of the Instruments of Service by Owner or any party acting on its behalf (including by the Owner’s other design professionals, interior designers, contractors, tenants, or the Owner’s successors or assigns, collectively the “Owner Parties”) without the involvement of Designer is at Owner Parties’ sole risk and without liability or legal exposure to the Design Team (the “Released Parties”). Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Notwithstanding the foregoing, each member of the Design Team shall retain ownership of their respective typical or standard design details, depictions, instructions and specifications to the extent that the same are regularly issued by them in the ordinary course of their practice and are not specific or unique to the Project (collectively, “Standard Details”). Subject to the terms of this Section, Designer hereby grants to Owner, and shall cause each member of the Design Team to grant to Owner, a non-exclusive, irrevocable license to use and copy the Standard Details for the sole purpose of the Project and any improvements constructed on the Project Site at any time. Owner shall release the Designer and the Released Parties from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), but only to the extent such Damages arise out of or result from the Owner Parties‘s use or alteration of the Instruments of Service or Standard Details without the involvement of Designer.

If others alter your design after your work on the project is finished, it makes sense to clarify that you are not responsible for the outcome. A release can address this by stating that if the owner or anyone acting on the owner’s behalf modifies or reuses your design, they do so at their own risk. This protects your firm from being held liable for problems that arise from changes you did not design, direct, or approve.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), whether completed or in progress, belong exclusively to Owner from the time of their creation, provided that and expressly conditioned on Owner hereby agreeing that use or alteration of the Instruments of Service by Owner or any party acting on its behalf (including by the Owner’s other design professionals, interior designers, contractors, tenants, or the Owner’s successors or assigns, collectively the “Owner Parties”) without the involvement of Designer is at Owner Parties’ sole risk and without liability or legal exposure to the Design Team (the “Released Parties”). Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Notwithstanding the foregoing, each member of the Design Team shall retain ownership of their respective typical or standard design details, depictions, instructions and specifications to the extent that the same are regularly issued by them in the ordinary course of their practice and are not specific or unique to the Project (collectively, “Standard Details”). Subject to the terms of this Section, Designer hereby grants to Owner, and shall cause each member of the Design Team to grant to Owner, a non-exclusive, irrevocable license to use and copy the Standard Details for the sole purpose of the Project and any improvements constructed on the Project Site at any time. Owner shall release the Designer and the Released Parties from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), and Owner, to the fullest extent permitted by law, further agrees to defend and indemnify the Design Team from all Damages, but only to the extent such Damages arise out of or result from the Owner Parties‘s use or alteration of the Instruments of Service or Standard Details without the involvement of Designer.

As discussed in our Indemnity Guide for Design Professionals, many states limit or prohibit certain types of contractual indemnity provisions. After consulting with a licensed attorney in your jurisdiction, and if local law allows, it may be appropriate to include language requiring the owner to defend and indemnify your team if someone on their side alters your design and problems result. Not every owner will agree to this, but when permitted, it supports the equitable principle that responsibility should follow control.

Upon full payment by Owner of all sums owed to the Designer under this Agreement, Designer agrees that all work product prepared for the Project in their final form, that were selected by Owner for inclusion in the Project (but not any alternate designs or work product that were not so selected by Owner) including, without limitation, all drawings, designs, reports, studies, surveys, calculations, models, plans, specifications, photographs and any other material prepared by or on behalf of Designer including by its consultants of every tier (the “Design Team“) (but excluding the Design Team’s internal and external communications, including emails), in connection with the Project (collectively, “Instruments of Service“), belong exclusively to Owner from the time of their creation, provided that and expressly conditioned on Owner hereby agreeing that use or alteration of the Instruments of Service by Owner or any party acting on its behalf (including by the Owner’s other design professionals, interior designers, contractors, tenants, or the Owner’s successors or assigns, collectively the “Owner Parties“) without the involvement of Designer is at Owner Parties’ sole risk and without liability or legal exposure to the Design Team (the “Released Parties“). Subject to the terms of this Section, Designer hereby transfers and assigns, and will cause each member of the Design Team to transfer and assign, to Owner all copyright rights and all other intellectual property rights in and to such Instruments of Service. Notwithstanding the foregoing, each member of the Design Team shall retain ownership of their respective typical or standard design details, depictions, instructions and specifications to the extent that the same are regularly issued by them in the ordinary course of their practice and are not specific or unique to the Project (collectively, “Standard Details“). Subject to the terms of this Section, Designer hereby grants to Owner, and shall cause each member of the Design Team to grant to Owner, a non-exclusive, irrevocable license to use and copy the Standard Details for the sole purpose of the Project and any improvements constructed on the Project Site at any time. Owner shall release the Designer and the Released Parties from and against and all claims, damages, liabilities, losses and expenses, including attorneys’ fees and costs of defense (the “Damages“), and Owner, to the fullest extent permitted by law, further agrees to defend and indemnify the Design Team from all Damages, but only to the extent such Damages arise out of or result from the Owner Parties’ use or alteration of the Instruments of Service or Standard Details without the involvement of Designer.

When approached thoughtfully, an intellectual property clause can balance the interests of all parties. This final provision protects the design professional’s creative rights, while providing the owner with necessary access to complete, maintain, and improve the project. It also draws a clear line between ownership and use, ensuring that standard details and design concepts remain with their creator. Ultimately, it supports the same principle that underlies strong project relationships – clarity, fairness, and respect for each party’s role. When these principles guide a contract, they create the conditions for a smooth process and a successful result.