Modern science has not yet developed unified understanding of the organizational and economic mechanism of management, and the existing ideas are being changed under the influence of digitalization. Digitalization and complexity of socio-economic relations stipulate the greatest competitiveness in the industrial sectors of the economy by clusters of economic entities operating on the principles of cooperation and collaboration (innovation and industrial clusters). The developing digital technologies in modern society contribute to the raise of intellectual capital, which becomes the basis for the effective functioning of innovation and industrial clusters. A conceptual model of the intellectual capital management system of an innovation and industrial cluster is being studied. There has been developed a terminological matrix of the organizational and economic management mechanism. Based on the matrix, a graph of the frequency of using definitions has been formed. The analysis of this graph allowed to propose a conceptual model of the intellectual capital management system of an innovation and industrial cluster in the context of digitalization. The specific feature of the conceptual model of management of intellectual capital innovation and industrial cluster is considering such input parameters of the system as the level of scientific and technical progress and unstructured amount of information, processing of which is only possible using digital technologies. Further development of an organizational and economic mechanism for managing the intellectual capital of an innovation and industrial cluster in the context of digitalization is possible.