Who owns my project documents?

Oct 23, 2017 | Contract Tips

Q: Does my client own my project documents?

A:  It depends on your contract language. A license to use your documents is often intended only when you’ve been paid in full for your services. Also, some clients don’t understand that documents are project-specific and not necessarily intended for reuse on other projects, so consider requiring that any reuse be at your client’s sole risk.

For further information on this topic, read RLI’s “Ownership of Documents and Intellectual Property:  Are They the Same or How Do They Differ?”

To learn about our Insurance Offerings and our Risk Management program, visit our website or Contact us today at 713-552-1900. Be sure to have a lawyer or licensed Risk Manager review your contracts for insurability and other risk implications.

Ownership of Project Documents, Yours, Mine or Ours?

Here are some questions to ask. In exchange for the transfer, does the Recipient agree that:

  • Payment – Do the documents remain the Design Professional’s property until the Design Professional has received full payment for the services provided, and the project is completed?
  • Reuse – Are the documents are project-specific and are not intended for reuse on other projects?
  • Owner’s Risk – Any reuse by the Recipient without the Design Professional’s involvement will be at the Recipient’s sole risk?
  • Indemnification – The Recipient will defend, indemnify, and hold the Design Professional harmless from any claims brought against them arising out of the reuse?
  • DP’s Rights – The Design Professional has the right to retain one record copy of all project documents and to reuse standard details of the contract documents?

What does AIA have to say about ownership?

According to — AIA Document B101-2007, § 7.3

“Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate.”

 AND

“In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 7.3.1.”