Who Owns the IP? Drafting Employee Intellectual Property Assignment Agreements in Nepal

The default rule that breaks startups

Section 6's principle: copyright belongs to the author — the natural person who created the work. Employment does not change it: no statute converts employee creations into employer property, and the 'work for hire' doctrine familiar from US law has no Nepalese equivalent. The practical default for an unassigned codebase, design system, content library or brand identity: the individuals own it, the company has (at most) an implied licence to use it in the business — which it cannot sell, license to others, or enforce against infringers.

Every diligence process and every infringement action eventually asks the question this default makes dangerous: *show me the chain of title.* 'We paid them' is not an answer Nepal's law recognises. A signed assignment is.

• Author-first ownership — employment changes nothing by itself
• Implied licence ≠ ownership: no sale, no licensing, no enforcement
• Chain of title is the question diligence always asks

The clauses that must be in every agreement

The assignment architecture has six load-bearing clauses:

1. 1

   Present assignment, not licence

   'The Employee hereby assigns to the Company all right, title and interest…' — present tense, all rights. A 'licence' clause leaves ownership with the creator; a 'will assign' clause is unexecuted and unenforceable in practice.

2. 2

   Scope: employment works + business-related personal works

   Two captures: works created in the scope of employment (obvious) and works created on personal time that relate to the company's business (the moonlighting clause that saves SaaS roadmaps). Define 'business-related' concretely — by product area, not aspiration.

3. 3

   Future works

   '…including all works created during the term of employment' — a standing assignment that needs no re-signing per project. Review it when roles change substantially.

4. 4

   Consideration recited

   Salary/remuneration as consideration for the assignment — one line that forecloses the 'no consideration' argument years later.

5. 5

   Moral rights acknowledged, not waived

   Attribution and integrity rights cannot be waived or transferred under Nepalese law. Acknowledge them and structure practice to respect them (credit where due; no derogatory modification) — a waiver clause is void and invites the dispute it was meant to prevent.

6. 6

   Post-employment cooperation

   Executed documents, registrations and confirmations the company needs after departure — the clause that keeps the file clean when the author is gone.

Freelancers and agencies: the harder default

Commissioned work is worse, not better: a freelancer's default ownership is total, with no implied licence even — the client who pays for a logo and receives no assignment owns nothing but a receipt. The designer can reuse the artwork, resell it, or license it to your competitor; and you cannot register the resulting trademark cleanly, because you cannot register or enforce a mark you don't own the copyright to (the artwork is usually the device element of the mark).

Every freelancer and agency engagement gets the assignment-first instrument: assignment executed at contract signature (not 'upon payment'), scope tied to the deliverables, source files and working files included in the transfer, and a warranty that the work is original and non-infringing. The template costs one page; the dispute it prevents costs the brand.

The audit: fix the past, protect the future

Existing teams need the retroactive pass, and it has a sequence: inventory — list the creative assets (codebase, brand assets, content, designs) and who created each; gap-map — identify every creator relationship without a signed assignment (including departed staff); execute retroactive assignments — present-tense assignments signed now for past works; departed creators sign too (they usually will — ask early, while goodwill exists); register the crown jewels — voluntary copyright registration for the core codebase and brand assets creates the public record diligence trusts; maintain the file — one chain-of-title folder per asset, kept current as people join and leave.

Do this before an investor asks, not after. In Nepalese startup diligence, IP ownership gaps are the most common finding — and the cheapest to have fixed in advance.