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Views in the last 30 days: 1 — Estimated read time: 12 minutesHere’s a tight, copy-pasteable Subcontract IP flow-down clause tailored for NEC4, with two switchable routes:
- Route A (Licence) — aligns with NEC4 22.1 (Client gets a broad project-purpose licence).
- Route B (Ownership) — for use when Option X9 is included (rights are assigned/ transferred).
Pick one route (A or B), fill the bracketed items, and attach the schedules noted. I’ve kept it brisk, but it still covers the essentials: scope, flow-down, third-party clearances, delivery, indemnity, and survival. 😊
Subcontract IP Flow-Down (NEC4 22.1 / X9 Compatible) — Short Form
1. Definitions.
“Design Material” means all drawings, models (including BIM), specifications, calculations, data, schedules, reports, manuals and other materials the Subcontractor (or its supply chain) prepares for the Project. “Client” has the meaning used in the Main Contract. “Background IP” means IP owned or controlled by the Subcontractor (or third parties) before or outside this Subcontract. “Third-Party Components” means libraries, fonts, plug-ins, code, textures or content not owned by the Subcontractor. “Transfer Documents” means any assignment/confirmatory instruments needed to vest rights as required by the Main Contract (including X9, if used).
Route A — Licence (use when X9 is not used; flows down 22.1)
2A. Licence grant and flow-down.
(a) The Subcontractor grants to the Contractor, and the Contractor may grant to the Client and others engaged on the Project, a worldwide, perpetual, irrevocable, royalty-free, non-exclusive licence to use and copy the Design Material for any purpose connected with the construction, use, alteration or demolition of the works, and for any other purposes stated in the Main Contract/Scope (together, the “Field of Use”).
(b) The Subcontractor must ensure the same rights are available from its own sub-subcontractors and suppliers for the benefit of the Contractor and Client on equivalent terms.
Route B — Ownership transfer (use when X9 is included)
2B. Assignment and flow-down.
(a) To the extent permitted by law, the Subcontractor assigns by way of present assignment of existing and future rights to the Contractor (for onward transfer to, or to hold on trust for, the Client as required by the Main Contract/X9) all IP rights in the Design Material, except the Background IP identified in Schedule S-2.
(b) The Subcontractor shall procure equivalent assignments from its sub-subcontractors/suppliers and shall execute Transfer Documents (including moral-rights waivers where applicable) and deliver them at the milestones in clause 5.
(c) For any Background IP needed to use the Design Material within the Field of Use, the Subcontractor grants (and shall procure) a worldwide, perpetual, irrevocable, royalty-free, transferable licence to the Contractor and Client to exercise such rights to the extent necessary to use, maintain, alter and demolish the works.
3. Third-party components.
(a) The Subcontractor warrants that Third-Party Components used in the Design Material are identified in Schedule S-1, and that it has secured licences permitting the Client and Contractor to use, copy and modify them within the Field of Use.
(b) If any Third-Party Component cannot lawfully be sublicensed/assigned, the Subcontractor shall provide functionally equivalent alternatives or procure direct end-user rights for the Client at no additional cost (unless expressly priced in the Subcontract).
4. Warranties.
The Subcontractor warrants that: (i) it owns (or has the right to grant/assign) the rights in the Design Material; (ii) the Design Material does not knowingly infringe any third-party IP; (iii) no liens, encumbrances or usage restrictions will prevent the Client’s Field-of-Use rights; and (iv) any personnel who may assert moral rights have waived (or will waive) those rights to the extent permitted by law for the Field of Use.
5. Delivery & timing.
(a) Rights under clause 2A (licence) arise on creation of the Design Material.
(b) Where Route B applies, assignments take effect on creation, with Transfer Documents delivered at the following milestones: [design package issue], [acceptance], [Completion], and at termination (if earlier).
(c) The Subcontractor shall deliver editable, native files (and open exchange formats agreed in the BIM/Information Requirements), metadata, object libraries, and O&M/asset data on or before each milestone.
6. Infringement indemnity (balanced).
The Subcontractor shall defend, indemnify and hold harmless the Contractor and Client from losses arising from any claim that the Design Material (as supplied) infringes IP rights, except to the extent the claim arises from (i) modifications by others (not following the Subcontractor’s instructions), (ii) use outside the Field of Use, or (iii) combination with items not supplied or specified by the Subcontractor. Remedies: the Subcontractor shall (at its cost) promptly procure rights, modify or replace the Design Material to make it non-infringing without materially reducing function. Liability caps apply as stated in this Subcontract (save that this indemnity is not capped below the amount recoverable under the Subcontractor’s PI insurance, if applicable).
7. Insurance.
If professional indemnity insurance is required under this Subcontract, it shall include cover for IP infringement (to the extent available on reasonable commercial terms).
8. Confidentiality & publicity.
Nothing in this clause overrides confidentiality obligations. The Subcontractor shall not publish or disclose the Design Material except as necessary to perform the Subcontract or with prior written consent (consistent with Main Contract 29.1–29.2).
9. Survival & precedence.
The rights and obligations in this clause survive termination or expiry. This clause prevails over any inconsistent IP terms in the Subcontract or in any standard terms of the Subcontractor.
10. Third-party benefit (optional).
[Optional: The parties intend the Client to have the right to enforce this clause under applicable third-party rights legislation.]
Schedules to attach (keep it tidy)
- Schedule S-1 (Third-Party Components): list component, licensor, licence type, permitted uses, redistribution/modification rights.
- Schedule S-2 (Background IP): narrowly define any background items and confirm the licence granted (Route B) or disclosure scope (Route A).
- Schedule S-3 (Transfer Documents): short forms of deed/waiver/confirmation for assignment/consent (used at milestones).
How to use (2-step drop-in)
- Choose one route: use 2A (Licence / 22.1) or 2B (Ownership / X9). Delete the other route.
- Fill brackets & attach schedules: list any “other purposes” from the Main Contract/Scope, insert milestones, and attach S-1/S-2/S-3.
Pro tips (mini-checklist) ✍️
- If the Client needs portfolio-wide reuse, make sure the Main Contract Scope lists those “other purposes” and mirror them here.
- Under BIM/X10, align this clause with the Information Requirements (native formats, IFC/COBie, metadata).
- For Route B, give the Subcontractor visibility that its Background IP remains with it, but the Client gets a perpetual licence to the extent needed to operate and alter the works.
- Make execution of S-3 (assignments/waivers) a condition to payment of relevant design stages.
Perfect—here are clean, copy-pasteable Schedule templates that plug straight into your NEC4 subcontract appendix for the IP flow-down. They work with either the licence route under clause 22.1 or the ownership route under X9 (you’ll see tick-boxes where it matters). I’ve kept them practical, with fields your team can actually fill in. 😊
S-1 — Third-Party Components Register (for BIM/models/specs/code/fonts, etc.)
When to use: Always. Populate for every design package and update at each issue/acceptance. Attach licence files (PDFs/links).
Header (complete once per subcontract)
- Project: [●] Package ID: [●] Revision: [●]
- Contractor: [●] Subcontractor: [●] Date: [●]
- Route (tick one): ☐ 22.1 licence ☐ X9 ownership (with necessary third-party rights)
Table (add rows as needed)
| Item ID | Component / Library / Plug-in (incl. version) | Vendor / Licensor | Licence Type (e.g., MIT, CC-BY, EULA) | Licence ID or URL | Permitted Uses (use/copy/modify/distribute) | Seat / User Limits | Sublicense / Transfer Allowed? | Editable Source Provided? | Notes / Restrictions | Evidence Attached (Y/N & file ref) | Reviewed By / Date |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | [e.g., Parametric façade family v2.4] | [●] | [Commercial EULA] | [●] | [Use, copy; modify only with vendor consent] | [e.g., 10 seats] | [No] | [Yes/No] | [Attribution required] | [Yes – /docs/eula_abc.pdf] | [Name, dd-mm-yyyy] |
| 2 | […] | […] | […] | […] | […] | […] | […] | […] | […] | […] | […] |
Declarations (to be signed by Subcontractor design lead)
- All third-party items used in Design Material are declared above.
- Rights sufficient for the Client’s Field of Use (construction, use, alteration, demolition; plus any “other purposes” stated in the Main Contract) are in place, or functionally equivalent alternatives will be provided at no extra cost if not transferrable.
Signature (Subcontractor): __________________ Name/Role: __________ Date: //____
S-2 — Background IP Schedule (what stays with the Subcontractor)
When to use:
• Route A (22.1 licence): List background tools/libraries disclosed but not licensed beyond what’s necessary.
• Route B (X9 ownership): List Background IP explicitly carved out of the assignment, plus the licence granted so the Client can still use/maintain/alter/demolish the works.
Header
- Project: [●] Package ID: [●] Revision: [●]
- Contractor: [●] Subcontractor: [●] Date: [●]
- Route (tick one): ☐ 22.1 licence ☐ X9 ownership
Part A — Background IP Items
| Ref | Background IP (title/short description) | Owner (entity) | Registration / ID (if any) | Why needed (dependency) | Supplied Artifacts (e.g., object code, compiled family, viewer) | Editable? | Confidentiality Level | Notes |
|---|---|---|---|---|---|---|---|---|
| B-1 | [e.g., “Subcon façade optimisation script”] | [Subcontractor Ltd] | [™/©/patent no., if any] | [Generates panel geometry] | [Compiled plug-in; no source] | [No] | [Secret/Confidential] | [Support via SLA] |
| B-2 | […] | […] | […] | […] | […] | […] | […] | […] |
Part B — Licence (only complete if X9 route or if Main Contract requires broader rights)
- Field of Use: construction, use, alteration, demolition of the Works, plus “other purposes” expressly stated in Main Contract/Scope: [quote or list].
- Grant: worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive licence to use, copy, and (where necessary) modify the Background IP to the extent required to exercise rights in the Design Material for the Field of Use.
- Sublicensing: permitted to the Contractor, Client, and parties engaged on the Project for the Field of Use.
- Exclusions/Limitations: [e.g., no stand-alone exploitation outside the Works; no reverse-engineering of protected tool].
- Attribution/Notices: [insert if required].
- Delivery/Access: [e.g., compiled plug-in; viewer; API tokens].
- Support/Update window (if any): [e.g., 12 months post-Completion].
Signature (Subcontractor): __________________ Name/Role: __________ Date: //____
S-3 — Transfer Documents Pack (use when X9 applies; parts are optional if you only need a licence)
What this pack contains:
(A) Deed of Assignment (present assignment of existing & future rights)
(B) Confirmatory Assignment (per package or at Completion)
(C) Moral-Rights Waiver (authors/designers)
(D) Third-Party Consent/Novation (if a licensor must consent)
(E) IP Delivery Certificate (checklist + receipt)
(A) Deed of Assignment — IP in Design Material (Short Form)
Title: Deed of Assignment of Intellectual Property (Design Material)
- Parties:
(1) [Subcontractor legal name] (assignor) (“Assignor”)
(2) [Contractor legal name] (assignee, for onward transfer to / to hold on trust for [Client] as required by the Main Contract X9) (“Assignee”) - Background: Under a subcontract dated [●] relating to the Project [●], the Assignor has created/will create Design Material. The Main Contract includes Option X9, requiring transfer of rights to the Client.
- Operative provisions:
- Assignment: The Assignor assigns absolutely by way of present assignment of existing and future rights to the Assignee all IP rights (including copyright and database rights) in the Design Material created before the date of this deed and to be created after the date of this deed, to the extent not comprising Background IP listed in Schedule 1.
- Trust / Onward Transfer: The Assignee shall hold assigned rights on trust for, or transfer them to, the Client as required by the Main Contract X9.
- Waiver of Moral Rights: Each author identified in Schedule 2 has executed a waiver in the form appended (or will do so on creation) to the maximum extent permitted by law.
- Further Assurances: The Assignor shall execute any further documents reasonably required to perfect or record the assignment.
- Warranties (limited): The Assignor warrants it is entitled to assign and that, to its knowledge, the Design Material does not infringe third-party rights, excluding items disclosed in the Third-Party Register (S-1).
- Governing law / jurisdiction: [●].
Execution: Executed as a deed by [Subcontractor legal name]…
(Add appropriate deed execution blocks/witness lines per governing law.)
Schedule 1: Background IP (cross-reference S-2).
Schedule 2: Moral-rights authors list and signed waivers (see (C)).
(B) Confirmatory Assignment — Per Package / At Completion (Letter Form)
Subject: Confirmatory Assignment – [Package ID] / [Design Material reference]
From: [Subcontractor] To: [Contractor] (for [Client] under X9)
Date: [●]
Further to the Deed of Assignment dated [●], the undersigned confirms that all IP rights in the Design Material identified below, created between [start date] and [end date], are assigned to you (for onward transfer to / to hold on trust for the Client) with effect on creation, subject to the Background IP listed in S-2.
Design Material covered: [list file sets, models, drawings, issue numbers].
Signed: __________________ (Authorised signatory) Name/Role: __________ Date: //____
(C) Moral-Rights Waiver (Individual Author)
I, [Author full name], of [address], confirm I am an author of the Design Material for [Project/Package] and irrevocably waive, to the fullest extent permitted by law, my moral rights (including rights of attribution, against false attribution, and integrity) in such Design Material, so far as they subsist in favour of [Contractor and Client] and persons authorised by them to use the Design Material for the Field of Use.
Signature: __________ Date: //____ Employer: [Subcontractor]
(D) Third-Party Consent / Novation (if a vendor/licensor must consent)
Consent / Novation of Licence
Licensor: [●] Licensee (current): [Subcontractor] New Beneficiary: [Contractor]/[Client]
Subject: Consent to sublicensing/transfer (or novation) of licence covering [component/library] for the Field of Use on [Project].
The Licensor consents to the transfer/sublicence of rights to [Contractor] and [Client], including the right to use, copy, and (where permitted) modify the component within the Field of Use for the life of the works, on a royalty-free basis, subject to the original licence terms.
Signed (Licensor): __________ Name/Role: __________ Date: //____
(E) IP Delivery Certificate (to accompany each issue/acceptance milestone)
Milestone: ☐ Design Issue ☐ Acceptance ☐ Completion ☐ Termination hand-over
Package: [●] Date: [●] Submitted by (Subcontractor): [●]
Checklist (tick all that apply):
☐ S-1 updated and all evidence attached/linked.
☐ Native editable files delivered (list formats: [e.g., RVT, DWG, IFC, COBie, scripts]).
☐ Metadata / object libraries included.
☐ Third-party consents attached for non-sublicensable items.
☐ Confirmatory Assignment (B) signed for this tranche (X9 route).
☐ Moral-rights waivers collected for authors in this tranche.
☐ No undisclosed restrictions remain that would impair the Field of Use.
Signature (Subcontractor): __________ Name/Role: __________ Date: //____
Received (Contractor): __________ Name/Role: __________ Date: //____
How to deploy (quick steps)
- Attach S-1, S-2, S-3 as annexes to every design-related subcontract.
- Choose your route:
- Licence only: Use S-1 + S-2 (Part A); skip assignments; keep Confirmatory Assignment (B) unused.
- Ownership under X9: Use all Schedules; complete S-2 (Part A & B); sign (A) Deed, then (B) Confirmatory at each issue; collect (C) waivers; use (D) only if a licensor must consent; close each tranche with (E).
- Make S-3 documents a condition for payment of design milestones.