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X9

Transfer of rights

Reviewed by LazyQS Editorial·Last reviewed: 2026-02-19

Plain English Explanation

X9 addresses the transfer of intellectual property rights. Under X9, the Contractor assigns or licenses the Client to use documents, designs, software, and other materials created in connection with the works. The specific rights transferred and the conditions of their use are set out in the Contract Data.

Without X9, the default position is that the Contractor retains intellectual property in the works and grants the Client a licence to use them. X9 allows the parties to adjust this, including requiring full assignment of rights or specifying conditions on how designs can be used (for example, only for the specific project and not for future developments).

This is particularly relevant for design-and-build contracts and where the Contractor produces significant intellectual property.

Key Takeaway

Check your PI insurance before agreeing to assign intellectual property rights under X9 — many PI policies restrict what rights can be transferred, and breaching that restriction can invalidate your cover.

What This Means for Subcontractors

If you produce designs, software, or specialist documentation as a subcontractor, understand what rights you are transferring. If the main contract requires full assignment under X9, this obligation may flow down. Designers should check whether X9 obligations are consistent with their professional indemnity insurance terms — some PI policies restrict the scope of rights that can be transferred.

Common Risks & Disputes

  • 1PI insurance not covering the scope of rights transfer required under X9
  • 2Assignment of rights preventing you from using your designs on other projects (including standard details or proprietary systems)
  • 3The Client using your designs for purposes beyond the original project without payment
  • 4Subcontractors not being aware that their designs will be subject to X9 obligations flowing down
  • 5Disputes about the quality or completeness of the documentation to be transferred

Sources

  1. NEC4 ECC Secondary Option X9— NEC4 ECC
  2. RICS Guidance Note: Intellectual Property and Rights Transfer in Construction— RICS
  3. Fenwick Elliott: Intellectual Property Rights and PI Insurance in Construction Contracts— Fenwick Elliott

Related Clauses

X8

Undertakings to the Client or Others

Undertakings to Others — both create obligations that extend beyond the main contract relationship

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Category Overview

Back to X Clauses (Secondary Options)

Adjacent Clauses

X8 Undertakings to the Client or OthersX10 Information modelling (BIM)

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