Handbook / Contracts and proposals

Intellectual property for freelancers: who owns the work you create

Freelancers create things: designs, code, writing, photos, music, training materials. Who owns those things after the project ends matters to both you and the client. Many disputes come from contracts that are silent or vague on intellectual property (IP). This guide covers the basics so you can read and negotiate IP clauses with confidence. It is general information, not legal advice.

The main types of IP

Copyright protects original works of authorship, such as writing, photos, illustrations, music, video and computer programs. The US Copyright Office explains that copyright protects a work as soon as the author fixes it in a tangible form of expression.

Trademarks protect brand identifiers, such as names, logos and slogans, used with particular goods or services. The USPTO explains that a federal trademark registration can provide nationwide legal protection for a brand in connection with particular goods or services.

Patents protect inventions, giving the owner the right to exclude others from making, using or selling the invention without consent.

Trade secrets protect confidential business information that has value because it is secret. NDAs often address these; see NDAs for freelancers.

Most freelance IP questions are about copyright.

Who owns freelance work by default

As a general starting point, the author of a work owns the copyright. For employees, work created within the scope of employment is a work made for hire owned by the employer. For independent contractors, the rules are narrower.

The US Copyright Office's Circular 30 explains that a commissioned work by an independent contractor is a work made for hire only if:

1. it falls into one of nine specific categories, such as a contribution to a collective work, part of an audiovisual work, a translation or an instructional text
2. there is a written agreement
3. the agreement expressly says the work is a work made for hire
4. all parties sign it

If any requirement is missing, it is not a work made for hire. The guide to work for hire covers this in more detail.

Assignment versus license

When work is not made for hire, clients usually get rights in one of two ways:

Assignment. You transfer ownership of the copyright to the client. Under 17 U.S.C. 204, a transfer of copyright ownership is not valid unless it is in writing and signed by the owner or their authorized agent.

License. You keep ownership and grant the client permission to use the work. Licenses can be exclusive or non-exclusive, limited by time, territory or purpose, and can be priced differently.

Assignments are common for logos, brand assets and custom content. Licenses are common for photography, illustration and stock-style work.

What to put in your contract

• What transfers: final deliverables only, or drafts and source files too
• When it transfers: ideally on full payment
• Pre-existing materials: tools, code libraries, templates and know-how you already owned, which you keep and license to the client as needed
• Third-party materials: fonts, stock images, open-source code and their licenses
• Portfolio rights: your right to show the work, subject to confidentiality
• Moral or credit rights: whether you are credited
• Warranties: that the work is original and you have rights to what you deliver

Linking transfer to payment protects you if a client does not pay.

Reading client contracts

Client contracts often include broad IP clauses. Watch for:

• assignment of everything you create during the engagement, not just deliverables
• clauses that claim your pre-existing tools
• no portfolio rights
• warranties you cannot give, such as guaranteeing no third-party claims

Ask for changes in writing. Many clients agree to reasonable carve-outs.

Protecting your own brand

Your business name and logo may also need protection. Search before choosing a name and consider trademark registration as you grow. A DBA registration does not protect a name; see DBA names.

Registering copyright

Copyright exists without registration. The Copyright Office says registration is voluntary, but for US works it is necessary before bringing an infringement lawsuit, and timely registration allows certain damages and attorney fees. Consider it for valuable works.

Copyright starts with the creator; contractor work is only made for hire in narrow cases with a signed agreement; use clear assignment or license terms, keep pre-existing tools, tie transfer to payment, and protect your portfolio rights.