Contracts that involve creating or using intellectual property need four provisions to work together.
Background and foreground. What each party brings, and what is created under the agreement. Silence about background IP produces claims of implied licence; silence about foreground IP produces disputes about ownership.
Ownership of deliverables. Present-tense assignment where the customer is to own, because work made for hire covers only enumerated categories for contractors. Where the supplier retains ownership, the customer needs a licence broad enough to use, modify and have others modify the deliverable.
Licence scope. Exclusive or non-exclusive; field of use; territory; duration; sublicensing; affiliates; and whether it survives termination. Ambiguity in any of these is the dispute.
Residual knowledge and improvements: who owns modifications the supplier makes, and whether the customer’s feedback becomes the supplier’s property.
Third-party materials. Identification of open source and third-party components with their licence terms, and a warranty of compliance.
Indemnity for infringement claims, with the standard remedies of procuring rights, modifying, or refunding, and with exclusions for customer-supplied materials and combinations.
Escrow of source code for business-critical software, with defined release conditions.