Licence or Assignment? The Copyright Question I Ask Before a Client Signs a Deal

When I review a copyright, software or intellectual-property agreement, one of the first questions I ask is very simple:

Do you actually need to own this intellectual property—or do you need the right to use it?

Those are not the same thing.

And in my experience, confusing them is one of the easiest ways for a commercially sensible deal to create an avoidable intellectual-property problem later.

A founder may tell me:

“We paid the developer, so the software belongs to us.”

A creative agency may assume:

“The client commissioned the artwork, so obviously they own everything.”

A business buying a product line may believe:

“The IP is included in the deal.”

Sometimes that conclusion is correct.

Sometimes it is not.

The contract matters.

The governing law matters.

And the difference between a licence and an assignment matters enormously.

Ownership and Permission Are Not the Same Thing

WIPO describes the distinction clearly.

An assignment transfers ownership of an intellectual-property asset to another person or legal entity.

A licence, by contrast, allows another party to use intellectual property while the owner retains ownership, often in return for a payment, royalty or other commercial value.

That sounds straightforward.

Commercial agreements rarely are.

A licence might be:

• exclusive;

• non-exclusive;

• sole;

• worldwide;

• limited to one country;

• perpetual;

• fixed-term;

• transferable;

• non-transferable;

• sublicensable;

• restricted to particular products; or

• limited to particular forms of exploitation.

An assignment can also transfer all or only part of a copyright interest.

Under UK copyright law, for example, copyright may be assigned wholly or partially, but an assignment is not effective unless it is in writing and signed by or on behalf of the assignor. UK law also has specific requirements around exclusive copyright licences.

When transactions cross borders, local law must also be considered because formalities, author rights and contractual rules are not identical in every jurisdiction.

The commercial label on the first page of the agreement is therefore only the beginning.

What Is a Copyright Assignment?

An assignment is appropriate when the parties intend ownership of the relevant copyright to move from one party to another.

For a business, that may happen when:

• acquiring intellectual property from a founder;

• buying a business or product;

• commissioning software;

• purchasing a creative asset;

• restructuring a corporate group;

• transferring IP to a holding company; or

• completing an investment transaction.

Once an effective full assignment has taken place, the assignee becomes the owner of the

rights transferred.

That is fundamentally different from simply receiving permission to use them.

What Is a Copyright Licence?

A licence keeps ownership with the copyright owner but gives the licensee defined permission to exploit the work.

That can be commercially powerful.

Licensing can allow an owner to:

• retain the underlying IP asset;

• generate recurring royalty income;

• enter new territories;

• work with multiple commercial partners;

• restrict use to specific markets;

• preserve control over future exploitation; and

• create different licence packages for different customers.

WIPO specifically identifies licensing as a way for IP owners to retain ownership while creating revenue streams and commercial partnerships.

The difficulty lies in defining exactly what has been licensed.

1. What Does the Business Actually Need?

This is where I start.

Ownership should not be demanded automatically.

Imagine a business uses a specialist software component created by another company.

Does it genuinely need to own the underlying software?

Or does it need:

• permanent access;

• commercial-use rights;

• the right to modify it;

• the right to integrate it;

• the right to distribute a product containing it; and

• protection if the supplier relationship ends?

A suitably drafted licence may achieve those objectives without requiring the developer to surrender the underlying platform.

Conversely, if the software is the core technology on which the company’s valuation depends, a limited licence controlled by an external developer may be unacceptable.

The legal structure should follow the commercial dependency.

2. Who Owns the Copyright Today?

Before transferring copyright, establish that the transferor actually owns it.

This sounds obvious.

It is frequently overlooked.

A business may have contributions from:

• employees;

• freelancers;

• software developers;

• agencies;

• photographers;

• designers;

• consultants;

• former founders; or

• overseas contractors.

Paying someone for work does not automatically answer every copyright-ownership question across every jurisdiction.

When reviewing an agreement, I therefore want to understand the chain of title.

Who created the work?

Under which contract?

Under which law?

Were earlier components incorporated?

Are third-party materials involved?

Is any open-source content included?

Were rights already licensed or assigned elsewhere?

A beautifully drafted assignment from someone who does not own the relevant rights solves very little.

3. Is the Licence Exclusive or Non-Exclusive?

Exclusivity can transform the commercial value of a licence.

An exclusive licensee may expect the licensor not to grant equivalent rights to competitors—and in some structures the owner itself may also be restricted.

Under UK law, an “exclusive licence” has a specific statutory meaning and must be in writing and signed by or on behalf of the copyright owner.

Businesses should therefore avoid using the word “exclusive” casually.

The agreement should make clear:

• what is exclusive;

• in which territory;

• for which activities;

• for how long;

• against whom;

• whether minimum performance obligations apply; and

• what happens if those obligations are not met.

An exclusive worldwide licence granted too broadly can sometimes restrict the owner almost as significantly as selling the asset.

4. Which Uses Are Actually Permitted?

One of the most common contractual weaknesses is vague scope.

“Licensee may use the content for its business” may sound convenient.

But what does “use” mean?

Can the licensee:

• copy it?

• translate it?

• modify it?

• adapt it?

• place it online?

• use it in advertising?

• distribute it to customers?

• incorporate it into software?

• train staff with it?

• make derivative products?

• use it in AI-enabled workflows?

• permit group companies to use it?

Commercial teams should understand the rights they are buying.

Legal wording should reflect the actual intended exploitation.

5. Which Countries Are Covered?

Copyright is exploited across borders constantly.

A licence designed for a Polish market may later be used by a group company throughout the EU.

A UK publisher may distribute content digitally worldwide.

A software licence may be downloaded by users in dozens of countries from day one.

Territory therefore deserves deliberate attention.

Options may include:

• one country;

• the EU;

• the UK;

• defined regions;

• worldwide rights; or

• different rights in different territories.

The broader the territory, the more important it becomes to consider whether the licensor actually controls the necessary rights everywhere concerned.

6. What Happens to Improvements and New Versions?

This is particularly important in technology agreements.

Suppose a developer licenses software to a business.

During the relationship:

• the customer funds new functionality;

• the developer creates an improved version;

• customer data influences development;

• new modules are created jointly; or

• an API or integration layer is built.

Who owns the improvements?

Who can use them?

Can the developer sell them to competitors?

Can the customer continue using them after termination?

These questions should be answered while the parties are cooperating—not after the commercial relationship breaks down.

7. Can the Licensee Sublicense?

Sublicensing can determine whether a business model actually works.

A company might need to permit use by:

• customers;

• distributors;

• resellers;

• franchisees;

• cloud-service providers;

• contractors; or

• group companies.

If the licence prohibits sublicensing or third-party access, an otherwise attractive agreement may be commercially unusable.

The correct position depends on the business model.

But it should be intentional.

8. What Happens When the Relationship Ends?

Termination clauses deserve as much attention as pricing.

If a licence terminates:

• must the licensee stop using the IP immediately?

• can existing customers continue using products already supplied?

• must copies be destroyed?

• does source-code access continue?

• what happens to hosted content?

• can data be exported?

• do accrued royalties remain payable?

• do confidentiality obligations survive?

• do sublicences terminate?

A contract written only for the beginning of a relationship rarely performs well at the end of it.

9. Could the Agreement Survive Due Diligence?

I often encourage businesses to look at IP agreements through the eyes of a future investor or buyer.

Imagine someone is considering acquiring the company in three years.

They ask:

Who owns the software?

Where are the signed assignments?

What open-source components are present?

Are key licences transferable following a change of control?

Can the company operate without the original developer?

Are important territories covered?

Does the company own its brand assets and marketing materials?

If those questions cannot be answered quickly, the issue is no longer only legal.

It becomes a valuation and transaction problem.

Clear IP ownership makes businesses easier to understand.

And assets that are easy to understand are generally easier to diligence, license, invest in and sell.

A Particular Warning for Software Businesses

Software creates especially complex ownership chains because a platform may contain proprietary source code, third-party libraries, open-source components, APIs, databases, documentation and separately licensed technologies.

WIPO highlighted this issue again in July 2026, noting that software-development agreements should address ownership, assignment or licensing, open-source compliance, warranties, source-code access, termination and future development rather than simply specifying what the developer will build.

That reflects what I see commercially.

The question is rarely just:

Who wrote the code?

The better question is:

Does the business have all the rights it needs to develop, operate, modify, distribute, license and eventually sell the product?

Those are different questions.

When I Prefer a Licence

A licence can be particularly attractive where:

• the owner wants recurring revenue;

• different customers require different permissions;

• territorial expansion will happen through partners;

• the underlying IP will continue to evolve;

• ownership should remain centralised;

• the licensee needs defined rights rather than the asset itself; or

• the owner may commercialise the IP through several channels.

A licence is not a weaker form of commercialisation.

A well-designed licensing model can be the business model.

When an Assignment May Make More Sense

An assignment may be more appropriate where:

• a company is acquiring a core technology;

• investors require clean ownership;

• the work was commissioned specifically as a proprietary company asset;

• a founder is transferring IP into the operating company;

• a business acquisition requires the IP to move with the business;

• a corporate restructuring changes ownership; or

• future dependency on the original creator would create unacceptable risk.

Again, the right choice is commercial.

The goal is not to own everything.

The goal is to have the level of control the business actually needs.

One Further Cross-Border Consideration

Within the EU, contractual copyright law also includes protections designed for authors and performers.

The Digital Single Market Directive includes a principle of appropriate and proportionate remuneration where authors and performers license or transfer exploitation rights, with implementation operating through the laws of Member States.

This is another reason not to assume that a template created for one country will necessarily produce the same result across Europe.

Cross-border IP agreements deserve cross-border analysis.

How IP Meridian Can Help

IP Meridian advises businesses, software companies, creators, publishers and innovators on copyright licensing, assignments, software agreements and broader commercial IP transactions across the European Union, United Kingdom, Poland and international markets.

We can assist with:

• copyright licence agreements;

• copyright assignments;

• software licences;

• SaaS and technology agreements;

• IP ownership reviews;

• development agreements;

• commercial IP agreements;

• IP due diligence;

• licence and assignment strategy; and

• cross-border intellectual-property transactions.

If your business is about to license, acquire, commission or transfer valuable intellectual property, contact IP Meridian before signing. A short review of ownership and commercial rights today can prevent a much more difficult conversation later.