Canadian freelancers own the copyright in work they create by default under the Copyright Act (RSC 1985). Unlike employees, independent contractors are not subject to the rule that work created in the course of employment belongs to the employer. But most client contracts include IP assignment clauses that transfer copyright to the client — and many are drafted far more broadly than the work actually requires.
What is a IP Ownership?
Under the Copyright Act, copyright vests in the author at creation. For an assignment to be valid in Canada, it must be in writing and signed by the copyright owner (section 13(4)). Freelance contracts routinely include IP assignments as standard — clients typically need the right to use deliverables, and an assignment gives them full ownership rather than a licence. The key issues are: the scope of the assignment (just deliverables, or everything you create during the engagement?), when it transfers (creation vs. payment), and whether you retain rights to your background IP and portfolio use.
Red flags to watch for
Broad language captures your pre-existing tools, code libraries, templates, and methodologies. You should assign only the IP in the agreed deliverables, not your entire toolset.
If IP transfers automatically on creation or delivery, the client owns your work before you're paid. Retain copyright until full payment to preserve your main piece of leverage.
Under the Canadian Copyright Act, authors have moral rights (right of integrity, right of attribution) that cannot be assigned but can be waived. A broad moral rights waiver means clients can modify, repurpose, or credit the work however they choose.
A clause assigning rights in derivative works or future improvements built on the deliverables can effectively prevent you from reusing your own approaches for other clients.
Once you assign copyright, you technically cannot show the work without the client's permission. A licence-back for portfolio use is standard good practice and should be included in any IP assignment.
Your legal rights
Copyright in Canada is governed by the Copyright Act (RSC 1985, c. C-42). Copyright vests automatically in the author at creation. To be valid, an assignment must be in writing and signed. Moral rights belong to the author and cannot be assigned (section 14.1) — they can only be waived in writing. If a contract clause is unconscionable or an assignment was made without adequate consideration, it may be challengeable under provincial contract law principles. Quebec freelancers should also consider the Civil Code of Quebec, which provides additional protections for independent contractors in certain circumstances.
Questions to ask before you sign
- 1Does the IP assignment cover only specific deliverables, or all IP arising from the engagement?
- 2Does it capture my pre-existing background IP — tools, frameworks, or libraries I use in my work?
- 3When does IP transfer — on creation, delivery, or upon full payment?
- 4Am I being asked to waive my moral rights, and how broadly?
- 5Is there a licence-back allowing me to use this work in my portfolio?
Disclaimer: This guide is for educational purposes only and does not constitute legal advice. Contract law varies by jurisdiction and individual circumstances. Always consult a qualified legal professional before making decisions based on this information.