Why Your IP Assignment May Expire After Five Years

What does Section 19 of the Copyright Act require?

Section 19 governs the mode of assignment. Sub-section (1) says an assignment is not valid unless it is in writing and signed by the assignor or by a duly authorised agent. Sub-section (2) requires the assignment to identify the work and to specify the rights assigned, the duration and the territorial extent. Sub-section (3) requires it to specify the royalty and any other consideration payable to the author.

Most freelance contracts fail on at least two of these. A clause providing that 'all intellectual property in the deliverables shall vest in the client' names the rights loosely, does not identify the works with any precision, and specifies neither duration nor territory.

The good news is that each gap has a simple fix, and a clause that meets Section 19 is no longer than a vague one. It just says more.

These are not technicalities a court ignores. They are part of the statutory definition of a valid assignment, and they are what the client will need to show if it ever has to prove ownership, for example to an investor doing due diligence, to a platform handling a takedown, or in an infringement suit.

Section 19 at a glance

Does an IP assignment really expire after five years?

Section 19(5) provides that where the assignment does not specify the period, it is deemed to be for five years from the date of assignment. That is a striking default, and it means an assignment intended as permanent may not be.

For a freelancer this is not a licence to reclaim work casually. Whether the default applies to a particular clause depends on how the clause is drafted, what else the contract says and the surrounding facts, and acting on an assumption here would be unwise. Courts read the document as a whole. What the default does mean is that both sides have an interest in the clause being drafted properly, and that a client insisting on a sweeping but vague assignment is not securing what it thinks.

Section 19(6) works the same way for territory. If no territorial extent is stated, the assignment is presumed to extend within India. For a client selling an app or a product internationally, that is a significant gap.

The one-year lapse rule nobody mentions

Section 19(4) provides that where the assignee does not exercise the rights assigned within one year from the date of assignment, the assignment of those rights is deemed to have lapsed after that period, unless the assignment specifies otherwise.

This matters most for the wide clauses that sweep in everything: unused logo concepts, rejected drafts, alternative layouts. If the client never uses those rights, the statute's default is that they lapse after a year. Well-drafted client contracts therefore exclude Section 19(4) expressly. If you are the freelancer and the client's template contains such an exclusion, that is a reason to narrow what is assigned in the first place.

What about work that does not exist yet?

Contracts often assign work 'to be created' during the engagement. Section 18(1) permits the owner of copyright in a future work to assign it, but the assignment takes effect only when the work comes into existence. A clause covering future deliverables is therefore workable, but it still needs to identify them with reasonable precision, for example by reference to a statement of work or a schedule of milestones.

Are moral rights affected by an assignment?

Section 57 gives the author the right to claim authorship and to restrain or claim damages for distortion, mutilation or modification that would be prejudicial to their honour or reputation. The section provides that these rights subsist independently of the copyright and even after the copyright has been assigned.

Many templates drawn from other jurisdictions include a broad waiver of moral rights. How far such a waiver operates in India is not settled in a way a short guide can resolve. The practical point is that attribution and treatment of your work are not entirely disposed of by an assignment clause, though enforcing that is a separate matter from having the right.

What a properly drafted clause looks like

Sample wording a freelancer can propose: 'Subject to receipt of the full fee of ₹1,50,000 as consideration, the Freelancer assigns to the Client the entire copyright in the Final Deliverables listed in Schedule 1, for the full term of copyright, throughout the world. Pre-existing materials listed in Schedule 2 are not assigned and are licensed to the Client on a perpetual, non-exclusive basis for use within the Final Deliverables. Concepts and drafts not selected by the Client are not assigned.'

• In writing and signed by you as assignor, not referenced in an email chain.
• Identifying the works, ideally in a schedule listing the final deliverables.
• Specifying the rights assigned, rather than assigning everything by implication.
• Specifying duration, which for a client wanting permanence means the full term of copyright.
• Specifying territory, normally worldwide.
• Stating the consideration, usually the fees under the agreement.
• Saying whether Section 19(4) lapse applies to unused rights.
• Conditional on payment in full, which protects you without costing an honest client anything.

How can a client fix an old, vague assignment?

If you are the client and discover that an earlier freelance contract assigned 'all IP' without duration or territory, the usual fix is a confirmatory assignment: a short document, signed by the freelancer, confirming the assignment of the identified works for the full term of copyright, worldwide, with any consideration stated. Freelancers are often willing to sign one, especially when the relationship is good and a modest fee is offered.

Freelancers should read such a document as carefully as the original. It should cover the works actually delivered, not everything you have ever made, and should not add new obligations such as a non-compete.

Does copyright need to be registered for an assignment to work?

No. Copyright in India arises automatically when an original work is created, and registration under the Copyright Act, 1957 is optional. Entries in the Register of Copyrights are prima facie evidence of the particulars recorded under Section 48, which can help in a dispute, but an unregistered work is still protected and can still be assigned.

For most freelance work, a properly drafted written assignment matters far more than registration. Clients buying high-value software or brand assets sometimes register afterwards, but that is their choice and their cost.

Who benefits from the Section 19 defaults?

The defaults in Sections 19(4), 19(5) and 19(6) mostly protect authors. They were designed so that a vague document does not strip an author of rights forever and everywhere. For a client, they are a reason to draft carefully. For a freelancer, they are a reason not to panic about a vague clause, and also not to rely on one.

In negotiation, the defaults give you a calm way to raise the issue. Rather than objecting to assignment, you can point out that the client's clause, as written, may give it five years in India, and offer a precise clause that gives it what it actually needs in return for narrowing what it takes. Clients and their advocates generally respond well to an offer that improves their position on the works they care about.

Using this in negotiation

The useful framing is that a precise assignment clause serves both sides. A client gets certainty about what it owns, for how long and where. A freelancer gets a defined boundary rather than an open-ended transfer of everything touched during the engagement.

Take a worked example. A developer builds a ₹4,00,000 booking app. The client's template says 'all IP shall belong to the Client'. The developer proposes the clause above, listing the final codebase as assigned and its own reusable authentication module as licensed. The client gets worldwide ownership of the product for the full term, which the vague clause did not clearly give it, and the developer keeps a module worth reusing on the next project.

Where a client insists on the vague version, it is worth taking to an advocate if the engagement is significant, because the ambiguity will otherwise be resolved at the least convenient moment.