Question from consultant about IP clause in a contract I am going to sign.

Question from consultant about IP clause in a contract I am going to sign.

I will be consulting from a design and marketing perspective from a client and they have sent me a consulting agreement that has some pretty serious looking IP language in it. I just want to understand it better before signing since I'm a creative and will be creating content for them.

1) I am not exactly sure what it limits, but it seems to read that the client owns all of the work I do and I am not allowed to us it. Does that mean I cannot showcase is? Is it normal for the client to 'own' the work I make? 2) Yes - it says the 'Company' will own it which I think is them. I am referred to as the 'Consultant' I think. I'd like to retain rights to my work and like to showcase it on my website since I have a portfolio of client work. I'm just not sure if I will be able to do this with the current language. If not, is it something I can try to negotiate?

I've never had my work copyrighted. What is the process to do that? The potential client gave me a 'Consulting Agreement' and I am referred to as a 'Consultant' in the agreement - not an 'Independent Contractor'. But it does have an 'Independent Contractor Status' clause, which makes me think the two are interchangeable. I will NOT be a full-time employee and won't receive any beneifts from the company.

Would it be helpful to show you the IP section?

Here is the section. Let me know what you think! 3. Intellectual Property/Ownership of Work Product. Consultant agrees that any and all Work Product (as defined below) will be the sole and exclusive property of Client. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables specified in a Project Assignment (“Deliverables”), and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (the “Work Product”). Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of the Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, the copyright assignment set forth as Exhibit B (“Assignment of Copyright”) and the patent assignment set forth as Exhibit C (“Assignment of Patent Application”). Consultant hereby irrevocably appoints Client as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. Consultant will deliver any Deliverables in accordance with the applicable Project Assignment and disclose promptly in writing to Client all other Work Product.