A Melbourne marketing director sent me an agency contract last quarter and asked one question: "Does this say what I think it says?" The clause she'd highlighted, on page seven of a 14-page master services agreement, read: "All Deliverables produced under this Agreement shall remain the property of the Contractor, subject to a non-exclusive licence granted to the Client for the duration of this Agreement."

It did say what she thought it said. The agency she was about to pay $48,000 to build a website would own the website. She would have a licence to use it, which would terminate when the engagement ended. If she ever wanted to leave the agency, she'd be starting over from scratch with no rights to the existing build.

This contract clause is more common than it should be, and it's almost always buried in a section nobody reads carefully because the visible language at the top of the agreement uses words like "your website" as if ownership was assumed. My position: every business signing a web build contract should read the IP and ownership section in detail, and ask their lawyer to read it too. The clause patterns below are what to look for and the specific language that flips each one in your favour.

Why this happens

Agencies that retain ownership of deliverables aren't usually doing it maliciously. The motivations break down roughly:

Lock-in. A client who doesn't own the code can't easily move to another agency. The agency keeps the work without having to compete for it each renewal.
Asset accumulation. The agency builds up a portfolio of work they technically own, which they can theoretically reuse or commercialise.
Template sharing. Agencies that build many similar sites may share components or design patterns across clients. Retaining ownership simplifies the legal position for that internal reuse.
Risk reduction. Some agencies retain IP because their lawyers told them to, without any specific commercial reason. The default template was set up years ago and nobody's updated it.

The motivation doesn't matter to you. The outcome is the same: a website you paid to build that you don't actually own.

The clause patterns and how to fix them

Pattern 1: explicit retention by the contractor

The plainest version. Words like:

"All Deliverables shall remain the property of the Contractor."
"The Client acknowledges that all intellectual property in the Deliverables vests with the Contractor."
"Title to all work product remains with the Contractor."

The fix: replace with an assignment clause. The language to insert:

"Upon payment in full of the agreed fees, the Contractor irrevocably assigns to the Client all intellectual property rights, including all copyright, in the Deliverables, on a worldwide, perpetual basis."

This is non-negotiable. If the agency refuses to change explicit retention to explicit assignment, walk.

Pattern 2: licence instead of assignment

Subtler. The contract grants you "a licence to use the Deliverables" rather than transferring ownership. Words like:

"The Contractor grants the Client a non-exclusive, perpetual licence to use the Deliverables."
"The Client is licensed to use the Deliverables for its business purposes."

A licence sounds like the right thing if you don't read closely. The problem is that a licence is not ownership. The agency still owns the IP; you have permission to use it. The permission can be limited in scope, time, or territory. The agency can also licence the same work to other parties, which they can't do if they've assigned ownership exclusively to you.

The fix: change "grants a licence" to "assigns ownership." Same language as above.

Pattern 3: assignment with a long list of carve-outs

This is the trickiest. The contract assigns IP to the client, then carves out so much that the assignment is effectively meaningless:

"Subject to the Contractor's pre-existing intellectual property, methodologies, frameworks, design systems, and proprietary tools..."
"...excluding any code libraries, templates, or components developed by the Contractor prior to this engagement..."
"...the Contractor retains all rights in the underlying technology and infrastructure..."

By the time you finish reading the carve-outs, you've been assigned ownership of approximately the words on the homepage. Everything that makes the website function — the components, the framework, the design system — has been kept by the agency.

The fix: a structured Background IP / Foreground IP distinction.

"'Background IP' means the Contractor's pre-existing intellectual property as specifically identified in Schedule A. 'Foreground IP' means all intellectual property created in the course of this engagement, including all customisations, configurations, content, design, and code specific to the Client's project. The Contractor assigns all Foreground IP to the Client. The Contractor grants the Client a perpetual, irrevocable, worldwide, royalty-free licence to use the Background IP as embedded in the Deliverables, including the right to modify and create derivative works."

The key shifts:

Background IP is specifically itemised in a schedule, not a vague reference to "pre-existing IP."
Foreground IP — the project-specific work — is fully assigned.
The licence to Background IP is broad enough to let you modify and extend the site without needing the agency's permission.

Pattern 4: ownership that flips on payment terms

A contract that assigns IP "upon payment in full" sounds fine, until you read the payment terms and find:

A 10 percent retention fee for ongoing support that's never released.
An "annual licensing fee" that's required to maintain ownership.
A clause that revokes the assignment if the agency invoices anything in the future that isn't paid within a defined window.

The fix: the assignment should be triggered by payment of the agreed fees for the build, not by ongoing payment of any future fees.

"Upon payment in full of the Project Fees as defined in Schedule B (excluding any ongoing services fees), the assignment of intellectual property to the Client becomes effective and is irrevocable."

The agency can still pursue unpaid invoices through normal contract remedies. They can't use unpaid future fees as a mechanism to reclaim IP they've already assigned.

Pattern 5: source code never delivered

The contract assigns IP cleanly. There's no clause about delivery of the source code, design files, or production credentials. Six months after launch the client asks for the source code and the agency says "it's in our private repository, we can grant you access for a fee."

The fix: explicit delivery obligations.

"On completion of the Project, the Contractor shall deliver to the Client: (a) all source code, in a Git repository under the Client's organisation account on [GitHub/GitLab]; (b) all design files, in editable format; (c) all credentials, login information, and access rights necessary for the Client to deploy, modify, and maintain the Deliverables independently; (d) documentation sufficient for another competent developer to understand and modify the Deliverables. Delivery shall be complete within 14 days of final payment."

Without this, the IP assignment is theoretical. You own the code; you can't access it.

Pattern 6: portfolio rights that overreach

An agency reasonably wants to show your project in their portfolio. A reasonable portfolio clause:

"The Client grants the Contractor a non-exclusive licence to display the Deliverables in the Contractor's portfolio, including on the Contractor's website, in case studies, and in proposals to other clients."

What to push back on:

Rights to use the source code, design files, or proprietary methods in other client work.
Rights to display the Deliverables anywhere other than the agency's own marketing.
Rights to publish detailed case studies including business metrics without your separate approval.

The portfolio licence should be limited to showing the work, not reusing it.

Pattern 7: termination clauses that cripple your options

Some contracts include termination clauses that make it expensive or impossible to leave the agency. Patterns to watch for:

Termination fees that include "the value of unused engagement time" — i.e. you pay for work that wasn't done.
A requirement to give 90 to 180 days notice with continued payment during the notice period.
A clawback clause that requires repayment of "discounts" if you terminate within a specified period.
A restriction on engaging another agency for related work for 6 to 24 months after termination.

The fix: termination clauses should be balanced. Either party can terminate with reasonable notice (30 to 60 days for service contracts is typical), payment is for work completed up to termination, and there are no restrictions on the client's ability to engage other parties.

Pattern 8: liability that's wildly asymmetric

Most contracts limit the agency's liability — a $50,000 contract caps liability at $50,000, the agency's not paying for consequential damages, etc. That's normal.

What's not normal is when the liability cap is paired with no equivalent limit on the client's liability. Patterns to watch:

The client indemnifies the agency for an unlimited range of claims.
The client has unlimited liability for breach but the agency has capped liability.
The agency has no liability for missed deadlines or incomplete work.

The fix: symmetry. Liability caps should be equivalent in scope, and indemnification obligations should be reciprocal.

What the conversation should sound like

Pushing back on contract clauses is sometimes uncomfortable. The honest reality is that any agency you'd actually want to work with will accept reasonable changes to standard terms. The script:

"We've had our lawyer review the contract and there are a few clauses we'd like to discuss. Specifically [Clause X] — we'd like to replace the licence language with an assignment, and we'd like to add a clear source code delivery clause. Here's the language we're proposing. Can we work through this together?"

An agency that responds collaboratively is the right agency. An agency that responds defensively — "those terms are standard, we can't change them" — is the agency relying on the terms to lock you in later. The pushback is not just about getting better contract terms. It's a diagnostic for whether the agency relationship is going to be balanced or extractive.

When to get a lawyer involved

The threshold is roughly:

Contracts under $10,000: a careful read by you with reference to this article is probably enough.
Contracts $10,000 to $30,000: lawyer review is worth it. A commercial lawyer can read the contract in 1 to 2 hours and flag issues for $400 to $1,200.
Contracts above $30,000: lawyer review is non-negotiable. The cost of legal review is rounding error compared to the cost of being locked into bad terms for years.

For Australian businesses, the Law Society in your state can refer you to commercial lawyers with technology contract experience. Many will do flat-fee contract reviews specifically.

The honest bottom line

The "we own your website" clause patterns aren't always intentional and aren't always malicious. They're often default templates that nobody's updated. But the consequence is the same regardless of intent — a business that doesn't own the website it paid to build.

The fix is mechanical. Read the IP section. Identify which of the eight patterns above are present. Push back with specific language. Walk if the agency refuses to negotiate.

A separate but useful thing to do while you're at it: run a free audit on the current site the agency built or maintains. The report gives you the rendered performance, the SEO surface, and the technical health in plain English. If the site they own (or claim to own) is mediocre, you walk into the contract conversation with the receipt in hand.

'We Own Your Website' Clauses — How to Push Back (2026)