Who Benefits if a Client Services Agreement Says "The Consultant Will Assign All of the Work to the Client?"

If you haven’t done so already, check out our previous article; Who Wins With This Phrase: "Consultant Shall Perform the Services Until the Client is Reasonably Satisfied?" This piece introduced a client services agreement and discussed the importance of defining a concrete end in contracted service performance.

Before introducing the topic of today’s article, let’s first define a common legal term -  intellectual property (IP). According to the World Intellectual Property Organization, intellectual property refers to “creations of the mind,” such as literary and artistic works, designs, inventions, and symbols, names and images used in commerce.  To put this simply, intellectual property is something that you create. And typically,  something you create for business purposes. 

IP is protected in law through trademarks, copyright, patent, and trade secrets. These enable people to earn recognition and/or financial benefit from what they have created.  Trademarks (e.g., company names, logos, brand colors, etc.) are the words, phrases, and symbols that differentiate a brand.  Copyright grants legal rights to anything created that are the expression of ideas (e.g., software, books, blog articles, photographs, music etc.). Patents give the inventor the right to prevent others from making, using, or selling a new invention. Trade secrets are a type of confidential business information that offer a competitive advantage.

As a consultant, coach, freelancer or other services provider, it is important to keep the above information in mind, especially copyright. This will help you to better understand the contract language discussed below.

A previous article explained why you should not have “Consultant shall perform the services until the Client is reasonably satisfied” in your client services agreement. Now it’s time to discuss another common contract phase; “The Consultant will assign all of the work to the Client.” 

This phrase makes it seem like the consultant is only going to assign two things to the client. They will assign the work that is being done for the client. And, they will assign the work that the client is paying for. The huge error, in this instance, is the word “assign”.

The word “assign” actually means that the consultant gives up 100% of their rights and therefore has NO right to use that same work that they are currently doing for their client ever again.  It cannot be used for any future clients or future projects.  This is fatal for a consulting or other services-based business!

As a consultant, part of what makes you special is that you can reuse tools, methods, algorithms, templates, code banks, and other IP that you've created in the past.  Inherent in being a consultant is that you bring to your next client, all of your IP and skills that you have learned from your previous projects.  Saying, “The Consultant will assign all of the work to the Client” takes away your right to reuse all valuable tools and intellectual property that you have created over time. 

As a consultant, your expertise comes from experience.  If you remove your right to use this experience - your tools, methods, templates and the like - again, you lose your footing with other experts in the same industry. 

It is your responsibility to work with a professional to protect your intellectual property. Your client services agreement must give you the right to reuse all of the valuable tools that you have created over time.  Use of one word in a signed contract, can completely void this right. 

You must stay safe out there. Make sure your contracts are really protecting you and not just your client.