In the US, a design consultancy owns the CAD files its staff create for a client unless the contract assigns them in a signed writing; CAD models and drawings are not a category that can be made a work for hire by contract. Most consulting agreements do assign the deliverables, so client CAD files usually cannot be licensed for AI training without the client's written consent. Your own libraries, templates and internal projects are different.
- An outside consultancy is not the client's employee, so its CAD work is not automatically "work for hire".
- Ownership passes to the client only by a signed written assignment, which most agreements contain.
- Assignments often take effect on payment and cover what is incorporated into the deliverables.
- Libraries, templates, methods and design tools the firm brought in usually stay with the firm.
We are a product design consultancy: who owns the client CAD files, and can we license them for AI training?
The short answer: under US law the consultancy owns them at first, but almost every client agreement assigns them to the client, and then you cannot license them without the client's written consent. Even where you kept ownership, confidentiality terms usually stop you sharing the client's product. What you can usually license is your own: libraries, templates, internal projects and work clients released.
Buyers do look for consultancies. Mercor's hardware listing names "product design consultancies" among the kinds of companies it wants, and also wants "Designs the company owns, not customer IP" (Mercor).
This page is general information, not legal advice; it cites the statute, regulator or contract for each point, and the agreement you signed with each client decides your case.
Who owns CAD files under US copyright law?
The author does, until something moves the rights. Copyright "vests initially in the author or authors of the work" (17 U.S.C. 201(a)). For a work made for hire, "the employer or other person for whom the work was prepared is considered the author" (17 U.S.C. 201(b)).
A work made for hire has two routes. The first is "a work prepared by an employee within the scope of his or her employment", which makes your own engineers' files the consultancy's. The second covers commissioned work only in listed categories, and only "if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire" (17 U.S.C. 101).
CAD models and engineering drawings are not on that list. The statute classes "maps, globes, charts, diagrams, models, and technical drawings, including architectural plans" as pictorial, graphic and sculptural works, and the Copyright Office says a commissioned work "must fall within one of the nine categories" and "If a work fails to satisfy any of these requirements, it is not a work made for hire." (Copyright Office Circular 30). So a "work for hire" clause alone does not give the client a consultancy's CAD files; an assignment does, and it must be "in writing and signed by the owner of the rights conveyed" (17 U.S.C. 204).
| Who made the file | Who owns it first | How the client gets it |
|---|---|---|
| The client's own employee | The client (work made for hire) | Automatic |
| The consultancy's employee, for a client project | The consultancy | Signed written assignment in the services agreement |
| A freelancer the consultancy hired | The freelancer | Assignment to the consultancy first, then to the client |
| Contract says "work for hire" but has no assignment | Usually still the consultancy, for CAD and drawings | Courts read the contract; many add a backup assignment for this reason |
What typical design consulting agreements assign
Published agreements show the usual pattern: the client gets the project results, the firm keeps its tools. Flex's design services form says that "upon Flex's receipt of Customer's payment" the designs, drawings and models made "during the course of performing the Design Services under this Agreement and incorporated into the Deliverables" "are assigned to Customer as its sole and exclusive property, subject to Flex Background Property". That background property includes "Flex's Intellectual Property Rights, know how, design tools, methodologies, software, algorithms" (Flex).
A small firm's template goes further for the client: "Client will own all intellectual property rights, including devices, methods, drawing, soft-ware, and firmware and all improvement therein that are developed under this agreement", while the firm "may/will retain possession of such items and/or rights pending final payment." (Illustrative Designs).
| Item | Typical owner after a standard agreement | Licensable by the consultancy for AI? |
|---|---|---|
| Final deliverable: models, drawings, BOMs for the client product | The client, once paid | Only with written client consent |
| Native files and feature history behind the deliverable | Usually the client, if the assignment covers all models and drawings | Only with consent; check the definition of "Deliverables" |
| Concepts and iterations the client did not take | Depends on wording: some assign everything "developed under this agreement" | Read the clause; often still client confidential |
| Part libraries, templates, standard details, scripts | The consultancy (background property) | Usually yes, after removing client content |
| Internal products, demos and unpaid projects | The consultancy | Yes, subject to any partner terms |
| Work for a client who never paid, where assignment waits for payment | May still be the consultancy | Ask counsel first; a dispute is likely |
Do I have to give the client the CAD files?
Owning the copyright and having to deliver native files are separate questions. The contract answers both. If the deliverables list says STEP and PDF, you may keep the native assemblies, though if the assignment covers everything developed under the agreement the client may own them all the same. If it says "all models and drawings", the native files are owed once the client has paid.
Ask three questions of each agreement: what counts as a deliverable, when ownership moves (signature, delivery or payment), and what the firm reserved as its own background material. Those answers also decide what is left for you to license.
Confidentiality, NDAs and trade secrets: limits even on files you own
Ownership is not the only gate. A client's product data can be a trade secret: federal law covers "patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes" that the owner keeps secret with reasonable measures (18 U.S.C. 1839). An NDA or confidentiality clause usually forbids disclosure for years after the project; the template above keeps inventions confidential "For a period of two (2) years following the end of the term of this Agreement" (Illustrative Designs).
- Unreleased products: leave them out until launch and until the client agrees in writing.
- Released products: still confidential in their native form; feature history shows how the part was designed, not only its shape.
- Defense, aerospace and controlled products: run the export-control checklist before anything leaves the firm.
Who owns design files in the UK, EU and Australia?
The same split between employee work and commissioned work appears outside the US, with different mechanics:
| Country | Employee work | Commissioned work by a consultancy | Source |
|---|---|---|---|
| United Kingdom | The employer is first owner "subject to any agreement to the contrary" | "The author of a work is the first owner"; an assignment must be "in writing signed by or on behalf of the assignor" | CDPA s11, CDPA s90 |
| Germany (EU example; each member state has its own rules) | Rights of use follow "the terms or nature of the employment or service relationship" | "Copyright is not transferrable"; the author grants rights of use, exclusive or not | UrhG ss29, 31, 43 |
| Australia | "employers own the IP their employees create in relation to the business" | "IP created by a contractor is the property of the contractor unless otherwise stated in the contract" | IP Australia |
In Germany a client receives rights of use rather than the copyright itself, so the scope of the granted use, and whether it is exclusive, decides whether the firm can license the same files to anyone else.
What a design consultancy can license, and how to describe it
Lead with what you own outright, then list client work that is cleared or clearable. Mercor's Hardware Engineering Company listing publishes a company range of $45K to $1.3M (Mercor). That is a buyer program's published range, not a closed deal; it is written for companies that own complete, multi-generation designs.
- Count native assemblies by CAD system, with feature history, drawings and test or simulation results.
- Split them into: owned outright, assigned but clearable with client consent, and not available.
- List libraries, templates and design automation your team built, with the years they cover.
- Note which clients are in defense, medical or other regulated sectors.
- Architecture and building-design firms work under different standard contracts; see who owns architectural drawings.
Try the CAD archive calculator for a first range, or read the CAD data guide for how buyers judge files.
Next step
Pull the services agreements for your ten largest past projects and note, for each, the deliverables definition, when ownership passed, the background-IP carve-out and the confidentiality period. That table tells you more about what you can license than the file count does.
Does your company hold records like these? See what your data is worth.
Origin Data Partners works with companies that own data and helps get it bought. We are independent of the services on this page, and a buyer may pay us when a deal closes (how Origin is paid). See what your data is worth.
Common questions
Who owns CAD files, the designer or the client?
In the US the designer's firm owns them first when its own staff made them, and the client gets them only through a signed written assignment. Most design services agreements include that assignment, often taking effect once the client pays. A client's own in-house engineers create work for hire that the client owns automatically.
Is CAD work "work for hire" if the contract says so?
Not by that label alone for an outside consultancy. Commissioned work can be a work made for hire only in nine listed categories, and technical drawings and models are not among them. The client needs a signed written assignment, which is why many contracts add one as a backup to the work-for-hire wording.
Who owns engineering drawings made by a contractor?
The contractor, unless a signed writing transfers them. US law requires a transfer of copyright to be in writing and signed by the owner. The UK requires the same for assignments, and IP Australia says contractor IP belongs to the contractor unless the contract says otherwise.
Do I have to give the client the native CAD files?
Only if the contract makes them a deliverable or assigns them. Read how the agreement defines deliverables: "STEP and PDF" is different from "all models and drawings". Many agreements tie the transfer to payment, so files can be withheld until invoices are paid, though a dispute over that should go to counsel.
Can a design consultancy license client CAD files for AI training?
Usually not without the client's written consent. Where the agreement assigned the files, the client owns them; where it did not, confidentiality and trade-secret duties still limit disclosure. Firms can usually license their own libraries, templates, internal products and work clients have released in writing.
What does a design consultancy keep after assigning deliverables?
Its background property: the know-how, design tools, methods, software and standard components it brought to the project. Flex's published design services form, for example, assigns new developments in the deliverables to the customer while stating that the agreement does not affect ownership of Flex background property.
Do AI data buyers accept design consultancies?
Some name them directly. Mercor's hardware engineering listing includes product design consultancies among the kinds of companies it wants, while also asking for designs the company owns rather than customer IP. A consultancy's fit depends on how much of its archive it owns or can clear.
Sources and further reading
- 17 U.S.C. 201: ownership of copyright
- 17 U.S.C. 101: definitions (work made for hire; pictorial, graphic and sculptural works)
- 17 U.S.C. 204: execution of transfers of copyright ownership
- U.S. Copyright Office Circular 30: Works Made for Hire
- Flex: Design Services Agreement (published form)
- Illustrative Designs: Product Design Service Agreement (published template)
- 18 U.S.C. 1839: trade secret definitions
- UK Copyright, Designs and Patents Act 1988, section 11: first ownership
- UK Copyright, Designs and Patents Act 1988, section 90: assignment and licences
- German Copyright Act (UrhG), official English translation: sections 29, 31 and 43
- IP Australia: Who owns intellectual property?
- Mercor Data: Hardware Engineering Company listing