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Work made for hire and assignment

Risk to the writer: Structural

The wording

"Supplier hereby assigns all right, title and interest, including all copyrights, in and to the Deliverables."

Why it is a problem

Not a drafting failure. US copyright requires human authorship, so purely machine-generated expression is not protected and there is nothing to assign. The clause does what it says and assigns the copyright that exists. If most of the expression came from a model, the client has bought a thin compilation and a set of promises.

How to fix it

Nothing you can fix by wording alone. Manage it by ensuring enough human expression is in the deliverable that the assignment has something to bite on, and by disclosing what was generated.

Suggested replacement

"No replacement makes machine-generated expression copyrightable. The practical step is a disclosure schedule identifying generated portions, so the client knows what they are receiving."

General information, not legal advice. Have a solicitor or attorney review anything you intend to sign.

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