What should I do about an upfront rights grab in a contract?

[AbigailMT]

I just had a potential client ask me to sign a contract with a clause that says they own all preliminary ideas and drafts, even if they don't hire me in the end. I’ve never seen such broad language about work-for-hire before a project even starts, and it’s making me hesitate to send back my counter. Has anyone else run into this kind of upfront rights grab during the negotiation phase?

[Paisley.W]

I’ve run into that exact clause before. They wanted ownership of all preliminary ideas and drafts even if we never finished a project or signed. I pushed back by separating ideas from deliverables and asked to keep my preexisting work and notes. I offered a scope based assignment meaning they only own what gets produced under a formal engagement. It slowed the loop but at least I wasn’t giving away the kitchen sink upfront.

[TimothyXW]

I’ve seen it scare people into signing early, and I’ve watched it derail negotiations. In my case I just asked for a nonexclusive license for what I create during the initial talks, with ownership remaining mine unless we formalize a deal. They pushed back, but I kept a copy of every draft and labeled the drafts clearly as for discussion only. It helped me sleep at night even if it delayed the process.

[Frank68]

Do you think the real issue is risk of leakage or are they trying to grab all ideas to control future work? It feels like sometimes the client wants to own everything to avoid any future claim and I’m not sure that’s a real risk for them in the early stage. Maybe there’s a middle ground, but I’m not confident enough to sign anything yet.

[Abigail_G]

A quick memory I signed a prework clause once thinking it was standard ended up regretting it because my brainstorming notes got swept in we never did work but I had to negotiate release of the drafts after learned to insist on separate IP and keep my own notes. Not perfect just a lesson.