Who owns the work a freelancer makes for you?

A common situation: a new business hires a freelance designer to create its logo and website. The work is excellent, the invoice is paid, and the business builds its brand around it. Two years later, the business wants to register the logo as a trademark and sell merchandise with it. It then discovers there is no written agreement about ownership, and the designer's standard terms say the designer keeps the rights and grants only a limited licence to use the work.

This catches many businesses by surprise. It feels obvious that if you paid for something, you own it. With creative and technical work, that is often not how it works.

Why paying is not the same as owning

Intellectual property, or IP, means rights in creations of the mind: designs, writing, photographs, software, music, brand names and inventions. In many places, the person who creates a work is its first owner, unless something changes that. For employees, the rules often give ownership of work done in the job to the employer. For freelancers and independent contractors, the default is frequently the opposite: the freelancer owns what they create unless there is a written agreement transferring it.

The details vary by country, and by type of work. Copyright, which protects things like writing, designs and code, may follow different rules from patents, which protect inventions. That is why relying on the default is risky.

If the work matters to your business, the contract should say who owns it. Do not rely on the default.

Ownership or a licence?

There are two broad ways to deal with this in a contract.

• An assignment transfers ownership of the rights from the freelancer to the business. Many places require an assignment to be in writing and signed.
• A licence lets the business use the work in certain ways, while the freelancer keeps ownership. A licence can be exclusive or non-exclusive, limited to certain uses or places, and limited in time.

Neither is automatically right. For a logo, core software or anything central to the brand, businesses usually want ownership. For something like a one-off illustration in a blog post, a licence may be perfectly adequate and cheaper. The important thing is to decide deliberately and write it down.

What the agreement should cover

• Exactly what work is being created, so it is clear what the ownership or licence covers.
• Whether rights are assigned or licensed, and when: on signing, on delivery or on full payment.
• Drafts, sketches and unused concepts, as well as the final version.
• Source files and editable formats, not just the finished output.
• Moral rights, which in some places give creators rights such as being named as the author or objecting to changes. Whether these can be waived varies by place.
• A promise that the work is original and does not infringe anyone else's rights.
• Whether the freelancer can show the work in their own portfolio.

Watch for what is reused

Freelancers often build on existing material: their own templates, code libraries, fonts, stock photographs or open-source software. Open-source software is code that is freely available but comes with licence conditions on how it can be used. These elements may not be theirs to assign, and they may come with conditions. Ask what has been reused, under what terms, and whether those terms fit how you plan to use the work.

If the work is already done

If you are in the situation described at the start of this article, all is not lost. Often the simplest step is to ask the freelancer to sign a written assignment of the existing work, sometimes for an additional fee. The earlier you ask, the easier it usually is, and most freelancers are willing when the request is reasonable.

For freelancers

Clear terms protect freelancers too. Being explicit about what is assigned and what is kept, including your own tools and reusable components, avoids disputes and lets you price your work fairly. Many freelancers transfer ownership only on full payment, which is a common and reasonable approach.

Getting it in writing

Ownership of creative and technical work depends on the place, the type of work and what was agreed. ArieFirm's ready-to-use IP assignment agreement lets you record a transfer of rights clearly, whether for new work or work already delivered. For software, brand assets or anything involving several countries, a lawyer can check that the agreement covers what you need.