Who Owns the Work? IP Assignment in Indian Commercial Contracts
Rohit Menon
· Founder & Product Architect· 3 min read
A client paying for creative or technical work usually assumes they own it. Under Indian copyright law that assumption is correct for employees and wrong for contractors, and the difference is a written assignment clause.
- ✓Section 17 of the Copyright Act vests ownership in the author by default.
- ✓Employers own works made in the course of employment under a contract of service.
- ✓Independent contractors retain ownership unless there is a written assignment.
- ✓Assignment must be in writing and signed to be effective.
The default rule
Section 17 of the Copyright Act makes the author the first owner of copyright. The main exception is a work made in the course of the author's employment under a contract of service, where the employer is the first owner.
A contract of service means employment. A contract for services — the relationship with a freelancer, agency or consultancy — does not transfer ownership, whatever the invoice says.
Assignment must be written
Section 19 requires an assignment of copyright to be in writing, signed by the assignor, identifying the work, the rights assigned, the duration and the territory. An oral agreement, however clear, does not assign copyright.
Where duration is not specified, it is deemed to be five years. Where territory is not specified, it is deemed to be India. Both defaults are usually narrower than the parties intended, which is why specifying them matters.
Moral rights
Section 57 gives the author special rights to claim authorship and to restrain distortion or modification prejudicial to their honour or reputation. These are independent of copyright ownership and cannot be assigned.
They can be waived contractually in practice, and standard assignment clauses usually include a waiver to the extent permitted by law.
What the clause should cover
- Assignment of all right, title and interest in deliverables, worldwide, in perpetuity.
- A present assignment of future rights, so no further document is needed on creation.
- Treatment of pre-existing or background IP, usually licensed rather than assigned.
- Third-party and open-source components, and their licence terms.
- A waiver of moral rights to the extent permissible.
- An obligation to execute further documents if required for registration.
Frequently asked questions
### Does paying for work mean I own the copyright?
Not for an independent contractor. Section 17 of the Copyright Act makes the author the first owner unless the work was made under a contract of service — employment. Ownership by a client requires a written assignment under Section 19.
### What happens if the assignment does not specify a duration?
It is deemed to be five years, and the territory is deemed to be India. Both defaults are usually narrower than intended, so a perpetual worldwide assignment should be stated expressly.
### Can moral rights be assigned?
No. Section 57 moral rights are personal to the author and cannot be assigned, though waivers are common in practice to the extent the law permits.
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Frequently Asked Questions
Does paying for work mean I own the copyright?
Not for an independent contractor. Section 17 of the Copyright Act makes the author the first owner unless the work was made under a contract of service — employment. Ownership by a client requires a written assignment under Section 19.
What happens if the assignment does not specify a duration?
It is deemed to be five years, and the territory is deemed to be India. Both defaults are usually narrower than intended, so a perpetual worldwide assignment should be stated expressly.
Can moral rights be assigned?
No. Section 57 moral rights are personal to the author and cannot be assigned, though waivers are common in practice to the extent the law permits.
Rohit Menon
Founder & Product ArchitectArchitecting business document operating systems and automated billing workflows for Indian SMBs, agencies, and enterprises.