Intellectual property rights in federal RFPs

Who owns what your team creates under a Canadian government contract is decided in the solicitation document, before you bid. Federal policy has a deliberate default — the contractor keeps the IP — with carve-outs bidders must read carefully.

The governing policy

IP in federal procurement is governed by the Treasury Board Policy on Title to Intellectual Property Arising Under Crown Procurement Contracts and its implementation guide, and CanadaBuys' buyer guidance on intellectual property and copyright tells PSPC buyers to reflect it in the solicitation. Canada's default position is to let contractors retain rights to IP generated under government contracts, to promote commercialization of new ideas, given the private sector's greater ability to exploit them. The client must justify any request to retain ownership of IP — with one prominent exception: for non-software copyright (a consulting report, say), the norm for PSPC buyers is that Canada retains ownership. Some IP rights, like copyright, arise automatically on creation; patents and industrial designs must be applied for through bodies like the Canadian Intellectual Property Office.

How it appears in an RFP

CanadaBuys requires that the solicitation document be clear on the ownership of any IP rights, and PSPC's Standard Acquisition Clauses and Conditions (SACC) Manual carries the standardized IP clauses (notably clauses 4006 and 4007) that implement the policy in contracts. The buyer's guidance lays out contractual options that vary by what is bought — R&D, goods with associated R&D, goods with no R&D, or services — and where the client wants rights Canada cannot own outright, PSPC clauses can instead grant Canada a licence to use contractor-owned IP. Separate principles govern defence and marine procurement.

What it means for vendors

Read the IP clauses before pricing, not after award. If the RFP claims ownership of foreground IP — IP first created under the contract — your commercialization plans for that material end at delivery, so price and structure accordingly. Where Canada takes only a licence, check its scope: federal licences typically cover government use, and may include rights that matter operationally to you, such as providing the IP to third-party contractors on a follow-on contract. Proprietary tools you bring to the job (background IP) generally stay yours, but confirm the RFP's licence-back to Canada for anything you embed in deliverables.

Common questions

Who owns software developed for a federal department?

Under the default rule, the contractor does — Canada's stated position is contractor ownership to encourage commercialization, though the solicitation can override it. Never assume: the RFP's IP clauses govern, and buyers are expected to justify any Crown-ownership claim beyond non-software copyright.

What is "foreground IP"?

Per the policy's implementation guide, foreground IP is IP first conceived, developed, produced or reduced to practice as part of the work under the Crown contract — as distinct from background IP you brought in. Ownership and licence terms for foreground IP are where Crown and contractor interests diverge most.

Can the government commercialize contractor-owned IP?

No. Where the contractor owns the IP, PSPC's clauses give Canada rights of use — including by its service providers — but Canada could not commercialize it. That asymmetry is precisely why the default favours contractor ownership.

Related definitions

RFP meaning · Service vs. supply contract · Controlled Goods Program