Who Owns a Design? Work for Hire vs Assignment

Who Owns a Design? Work for Hire vs Assignment

Under US copyright law, the person who creates a design owns it unless one of two things happens: the designer is an employee working within the scope of the job, or ownership is moved by a signed written document. A freelance logo is almost never a "work made for hire," so a client who wants to own it needs a written assignment signed by the designer.

That one rule settles most disputes, and most of the confusion comes from contracts that use the phrase "work for hire" as if it were a magic spell. It is not. The phrase works only for employees and for nine narrow kinds of commissioned work, and a standalone logo, a website, or a set of app screens fits none of them comfortably. This page walks the statute against real design deliverables, explains what an assignment does that a license does not, and ends with clause checklists for both sides of the table.

This is general information about United States law, written for working designers and the people who hire them. Other countries handle authorship, moral rights and transfers differently, and none of this is legal advice for your contract; see the site disclaimer. A lawyer licensed where you work should review any agreement that matters to you.

The starting point: copyright belongs to the creator

Section 201(a) of the Copyright Act is short: copyright "vests initially in the author or authors of the work" (17 U.S.C. 201). For a freelancer, the author is the freelancer. Paying an invoice does not change that, approving sketches does not change it, and supplying the brief does not change it.

The rights that ownership carries are the exclusive rights in 17 U.S.C. 106: to reproduce the work, to prepare derivative works based on it, to distribute copies, and, for pictorial and graphic works, to display it publicly. Every ownership question in design is really a question about who controls those rights. Who can print the logo on 10,000 mugs, who can redraw it next year, who can show it in a portfolio, and who can stop a competitor from copying it.

Two other parts of the statute shape everything below:

• Copyright is divisible. Section 201(d)(2) lets any of the exclusive rights be transferred and owned separately. A designer can hand over reproduction and distribution for one product line and keep everything else.
• The file is not the copyright. Section 202 says ownership of a copyright "is distinct from ownership of any material object in which the work is embodied." Handing over the layered source file, the printed proof or the hard drive conveys no copyright by itself. The reverse is also true: an assignment of copyright does not, without an agreement, entitle the client to the physical or digital objects.

The two routes to "work made for hire"

The definition sits in 17 U.S.C. 101, and the Copyright Office restates it in Circular 30, Works Made for Hire. A work made for hire is either:

1. a work prepared by an employee within the scope of his or her employment, or
2. a work specially ordered or commissioned for use in one of nine listed categories, "if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire."

When a work qualifies, Section 201(b) treats the employer or commissioning party as the author, not just the owner. Circular 30 says the status "is determined by facts in existence at the time the work is created," which is why the paperwork has to be in place before the work starts, not stapled on at delivery.

Route one: employees

The Copyright Act does not define "employee." In Community for Creative Non-Violence v. Reid, 490 U.S. 730 (decided June 5, 1989), the Supreme Court held that the term follows general common-law agency principles. The case involved a commissioned sculpture, and the sculptor was found to be an independent contractor, not an employee, even though the organization had directed enough of the work to make sure it matched its specifications (opinion text at Cornell LII). Sculpture is not one of the nine commissioned categories and nothing was signed, so the work was not made for hire. The Court left open whether the hiring organization might be a joint author.

Circular 30 turns the Reid factors into questions anyone can ask about a designer:

No single row decides the answer. An in-house designer on payroll who designs the company's packaging during work hours is the clearest case of employee work made for hire. A freelancer with a sole-proprietorship, several clients and a per-project invoice is the clearest case of an independent creator. Calling someone a "contractor" in a contract does not settle it either way; the facts do.

Route two: the nine commissioned categories

For non-employees, work-for-hire status requires all four of the conditions Circular 30 lists: the work falls in one of the nine categories; there is a written agreement; the agreement expressly says the work is to be considered made for hire; and it is signed by all parties. Fail any one and, in the circular's words, "it is not a work made for hire."

The nine categories are: a contribution to a collective work; part of a motion picture or other audiovisual work; a translation; a supplementary work; a compilation; an instructional text; a test; answer material for a test; and an atlas.

Two definitions in Section 101 do most of the work for designers. A supplementary work is one prepared "as a secondary adjunct to a work by another author," for purposes such as illustrating or explaining it, and the definition's own examples include "pictorial illustrations, maps, charts, tables." An instructional text is "a literary, pictorial, or graphic work prepared for publication" for use in systematic instructional activities. A collective work is something like a periodical issue, anthology or encyclopedia made of separate contributions.

The nine categories against real design deliverables

This table is our reading of the statutory text applied to common briefs. It is a screening tool, not a prediction of how a court would rule on any particular contract.

The pattern is clear. Work-for-hire language fits the publishing and film world, where it was written. It does not fit identity design, which is where most freelance ownership fights happen.

Why a freelance logo usually is not a work made for hire

A logo is designed to stand alone. It is not a secondary adjunct to another author's work, not part of an audiovisual work, not a contribution to a periodical, and not instructional. So for a freelance logo, the second route fails at step one, no matter how the contract is worded or how many people sign it.

What happens then depends on the rest of the contract:

• Contract says only "work made for hire." The clause cannot do what it says. The designer remains the author and owner. The client probably has some right to use the logo for the purpose it was ordered (see implied licenses below), but it does not own the copyright.
• Contract says "work made for hire, and to the extent it is not, the designer assigns all rights." This is the common fallback drafting, and the backup assignment is the part that actually moves ownership. The consequences are real and often missed:
  • the designer is still the legal author, because only a true work for hire makes the client the author;
  • the copyright term is the designer's life plus 70 years under 17 U.S.C. 302(a), not the 95 years from publication or 120 from creation that applies to works made for hire;
  • the assignment can be terminated under Section 203 after 35 years, which a true work for hire cannot.
• Contract has a plain assignment, no work-for-hire wording. Ownership moves on signature by the designer, with the same three consequences.

For the client, the practical lesson is that the backup assignment is not boilerplate; it is the clause doing the work. For the designer, the lesson is that "work for hire" on a logo contract is usually a misdescription, and that you still have the termination right described later.

Assignment, exclusive license or non-exclusive license

Section 101 defines a "transfer of copyright ownership" as an assignment, mortgage, exclusive license or any other conveyance of a copyright or of any exclusive right in it, and expressly excludes "a nonexclusive license." That exclusion matters because of Section 204(a):

A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner's duly authorized agent. (17 U.S.C. 204)

Read the two signature rules side by side, because designers and clients mix them up:

A certificate of acknowledgment, such as a notary's, is not required for a transfer to be valid, though Section 204(b) treats one as evidence that the transfer was signed.

What each option means in practice:

• Assignment. The client becomes the copyright owner of what was assigned. The designer keeps nothing unless the contract licenses something back. Best for logos and core brand assets, where the client needs to register trademarks, stop copying and commission redesigns from anyone.
• Exclusive license. The client gets rights no one else can get, possibly limited by field, territory or time. Ownership of the remainder stays with the designer. Useful for illustrations where the client needs exclusivity in one market (say, packaging) and the artist wants to keep gallery or print sales.
• Non-exclusive license. The client may use the work; the designer may license the same work to others. Typical for stock-like assets, template work and editorial illustration reprints. Cheaper, and a poor fit for anything that functions as a brand identifier.

Worked example: pricing the ownership choice

Inputs, labeled as an illustration: a freelance illustrator quotes a packaging illustration for a coffee brand. The brand wants to use it on bags, the website and social posts for as long as it sells that coffee. The illustrator would like to sell art prints of the piece.

• Option A, full assignment: the brand owns everything, including print sales. The illustrator should price in the lost print income and add a portfolio license-back.
• Option B, exclusive license for packaging and marketing of coffee and related beverages, worldwide, for the life of the copyright: the brand gets everything it described; the illustrator keeps print and gallery rights.
• Option C, non-exclusive license for the same uses: the brand could see the art on a competitor's tea tin. It should refuse this for a hero packaging image.

Option B often resolves the negotiation because it gives each side exactly what they told each other they needed. Because an exclusive license is a transfer, it needs the illustrator's signature in writing.

Implied licenses: what the client gets when nobody signed anything

Plenty of logos and websites change hands with no written terms at all. The client does not own the copyright in that situation, but it is not left with nothing. In Effects Associates v. Cohen, 908 F.2d 555 (9th Cir. July 20, 1990), a company created special-effects footage for a film, was paid less than agreed, and sued for infringement when the footage was used. The court held that a non-exclusive license "may be granted orally, or may even be implied from conduct," found that the creator had impliedly licensed the producer to use the footage in the film, and noted that the creator kept the right to sue in state court on other grounds, including breach of contract. The court also noted how little the writing requirement asks for a transfer: "a one-line pro forma statement will do" (opinion text).

For design work, the lesson cuts both ways:

• A client with an implied license can typically use the work for the purpose it was created, but its scope is uncertain, it is non-exclusive, and it may not cover redesigns, new product lines or resale of the business.
• A designer who delivers the work and gets paid has probably granted at least that much, and will find an infringement claim hard to press later.
• Both sides lose the certainty that a one-page signed agreement would have bought.

Source files, layered files and handoff

Source files are a separate negotiation from copyright, because of Section 202. A contract can assign copyright and say nothing about native files, or deliver native files and assign nothing.

Common positions, with the trade-off each side should see:

Rejected concepts deserve a sentence in every logo contract. If the assignment covers "all work product," the client owns the three directions it turned down, and the designer cannot adapt one for another client. If the assignment covers "the final selected design," the designer keeps the rest. Neither is wrong; it should be a choice, not an accident.

Editable masters also carry embedded third-party material. That leads to the next section.

What a designer cannot assign: fonts, stock, AI output and other people's work

An assignment can only move rights the designer actually owns. Three common inclusions are often outside that set.

Fonts. Under 37 C.F.R. 202.1(e), "typeface as typeface" is not subject to copyright, and 202.1(a) also excludes "mere variations of typographic ornamentation, lettering or coloring." The font file the designer used is another matter: it comes with an end-user license, and that license, not the logo contract, decides whether the client may install it, embed it or edit it. The designer can deliver outlined lettering in the logo; the designer usually cannot hand the client a font license. Our commercial font licensing guide covers desktop, web and app seats, and the logo font guide lists faces whose licenses suit brand marks.

Stock photos, icons and illustrations. Licensed stock is someone else's copyright. The contract should list each stock item, its license and whether the license can be transferred or must be bought in the client's name. Our design asset licensing checklist gives a record format you can attach as a schedule. Openly licensed art needs the same care: a CC BY-SA illustration inside a deliverable brings its own conditions, explained in Creative Commons licenses explained for designers.

AI-generated material. The Copyright Office's registration guidance (88 Fed. Reg. 16190, March 16, 2023) says copyright "can protect only material that is the product of human creativity," and that AI-generated content that is more than de minimis "should be explicitly excluded" from a registration application. Human selection, arrangement or sufficiently creative modification can still be protected. So an assignment of "all rights" in an AI-heavy illustration may transfer far less than the client thinks. The honest fix is disclosure in the contract: which elements were generated, which were drawn or substantially edited by a person. The Office's broader work on the topic is collected on its copyright and AI page, and our guide to commercial use of AI images covers the tool-terms side.

Pre-existing material. A designer who reuses their own earlier patterns, brushes or illustration elements should either exclude them from the assignment and license them, or knowingly assign them. Under 17 U.S.C. 103(b), copyright in a derivative work "extends only to the material contributed by the author of such work," so the client's new logo does not swallow the pre-existing pieces unless the contract says so.

Studios, agencies and subcontractors

A studio's own employees produce work made for hire for the studio. When the studio then assigns to the client, the studio is the author and the Section 203 termination right does not apply to that chain, because Circular 30 confirms termination provisions "do not apply to works made for hire."

The weak link is the studio's freelancers. A subcontracted illustrator or type designer is not the studio's employee, so the studio owns nothing it can pass on unless it holds a signed assignment from that freelancer. Clients buying a rebrand from an agency should ask for a warranty that the agency holds written assignments or licenses from every contributor. Agencies should get those assignments before the subcontractor starts, using the same reasoning about facts at creation.

Termination rights in plain terms

17 U.S.C. 203 lets an individual author, or the author's heirs, end a transfer or license the author signed on or after January 1, 1978. It does not apply to works made for hire or to grants made by will. The essentials:

Worked example, with stated inputs: a freelancer signs a full logo assignment on March 1, 2026, and the client first publishes the logo on June 1, 2026. A full assignment includes the right of publication, so the publication branch applies: the window starts at the earlier of 35 years from publication (June 1, 2061) or 40 years from signing (March 1, 2066). That is June 1, 2061, so the five-year window runs from June 1, 2061 to June 1, 2066. To terminate effective June 1, 2061, notice would have to be served between June 1, 2051 and June 1, 2059, and recorded before the effective date. A narrow license that did not cover publication would instead use the plain 35-years-from-signing start.

Three plain-language takeaways. First, termination is a long-dated right, and most commercial designs will be retired long before it matters; for an enduring brand mark it is a real issue. Second, the derivative-works exception means a client could keep using artwork already adapted from the logo before termination, but could not create new adaptations after it. Third, termination reaches the copyright grant only. Any trademark rights a business holds in its logo are a separate body of law, and this page does not cover them.

For the other clauses that sit around ownership, including revisions, change orders and cancellation, see freelance graphic design contract clauses.

Portfolio-use clauses

After an assignment, the designer's right to show the work disappears with everything else: displaying it publicly and reproducing it are exclusive rights under Section 106, and the client now holds them. A portfolio clause is a license back from the client. Useful terms to decide:

• which channels (personal site, printed portfolio, award entries, social accounts, talks);
• whether the designer may name the client, or must show the work anonymously;
• a delay or embargo before launch, for products under NDA;
• whether rejected concepts may be shown (often more sensitive than the final);
• whether the client may revoke the license if the relationship ends badly (designers should resist this);
• whether the designer may show case-study material such as sketches and process.

Our mockup handbook covers presenting client work credibly once the rights are settled.

Contract-clause checklists

These lists are prompts for a conversation and for a lawyer's review. Wording that suits one deal can be wrong for another.

For freelance designers

• Ownership moves on payment, not on signature. Make the assignment effective only when the final invoice is paid in full, and say so expressly.
• Describe what is assigned. "The final selected logo, in the versions listed in Schedule A" is clearer than "all work product."
• Exclude pre-existing material (patterns, brushes, illustration libraries, code snippets) and license it non-exclusively instead.
• List third-party elements (fonts, stock, icons, any AI-generated parts) with license terms and who buys each license.
• Keep rejected concepts, or price them separately if the client wants them.
• Portfolio license-back with the channels, embargo and attribution you need.
• Avoid "work made for hire" on deliverables outside the nine categories. If the client insists, recognize that the backup assignment is what transfers ownership and that, for a commissioned work outside those categories, the term and termination consequences above still follow.
• Ask for credit, if you want it, in the places where it is customary (book interiors, editorial pages, site footers on agreed projects).
• Know that you remain the author when there is only an assignment; that matters for registration, term and termination.

For clients

• Get a written assignment signed by the designer. For logos and identity, do not rely on work-for-hire wording alone.
• Use both work-for-hire and backup assignment wording where the deliverable might fit a statutory category, such as book interiors or video graphics.
• Sign before the work begins. Status is judged by the facts at creation.
• Require warranties: the work is original to the designer, does not infringe, and the designer holds written rights from every subcontractor.
• Require disclosure of AI-generated elements, so you know which parts may not carry copyright at all.
• Specify source files: vector masters, editable layouts, color specifications and export settings. Our brand style guide walkthrough lists what a complete handoff includes.
• Buy third-party licenses in your company's name where they must be held by the end user (fonts installed on your machines, stock used in your ads).
• Add a further-assurances clause asking the designer to sign documents needed to register or record the transfer later.
• Decide the portfolio terms up front, including embargo dates for unlaunched products.

Ownership is also a pricing decision: an assignment gives up future income from the work, and a licence keeps it. Turning that choice into numbers is covered in how much to charge for a logo.

Common mistakes

• Writing "work for hire" on a logo contract and stopping there. The clause fails on a standalone logo, and the client is left with whatever implied license a court might find.
• Signing after delivery. Work-for-hire status depends on facts at creation; a signed assignment after delivery can still move ownership, but the work-for-hire label cannot be added later with confidence.
• Only the client signed. A commissioned work-for-hire agreement needs both signatures; an assignment needs the designer's.
• Treating file delivery as transfer. Section 202 separates the file from the copyright.
• Assigning someone else's font or stock image. The designer cannot transfer rights it never held.
• Studio subcontractors without assignments. The studio cannot pass to the client what it never received.
• Overlooking registration. Ownership and registration are separate steps; our copyright registration guide for designers, the hub for this cluster, covers the registration side once you know who owns the work.

Frequently asked questions

If I paid a freelancer in full, do I own the logo?

Not automatically. Payment does not transfer copyright. You need a written assignment signed by the designer. Without one, you probably have an implied non-exclusive license to use the logo for its intended purpose, which is narrower and less certain than ownership.

Can a logo ever be a work made for hire?

Yes, when an employee creates it within the scope of the job, such as an in-house designer producing the company's own mark. For a freelancer, a standalone logo is not one of the nine commissioned categories in Section 101, so the commissioned route does not apply to it.

Does a work-for-hire agreement have to be signed by both sides?

For commissioned work, yes. The statute requires a written instrument "signed by them," and Circular 30 lists signature by all parties as one of its four required conditions. An assignment is different: Section 204(a) requires the signature of the owner conveying the rights.

Can I show client work in my portfolio after assigning the copyright?

Only if the contract gives you that right. After an assignment, public display and reproduction belong to the client. Negotiate a portfolio license-back that names the channels and any launch embargo.

Can a designer take the logo back after 35 years?

Possibly. Section 203 lets an individual author terminate a transfer signed on or after January 1, 1978, during a five-year window that begins 35 years after signing or, when the grant covers publication, at the earlier of 35 years from publication or 40 years from signing, with advance notice recorded at the Copyright Office. It does not apply to true works made for hire, and derivative works prepared before termination may continue to be used.

Who owns designs created with AI tools?

Material generated by the tool, with no sufficient human creative contribution, is not protected by US copyright according to the Copyright Office's 2023 guidance. The human-authored parts, including creative selection, arrangement and modification, can be. Contracts should identify which elements are which, and the tool's own terms may add conditions.

Primary sources reviewed for this guide

• Copyright Office, Circular 30, Works Made for Hire: https://www.copyright.gov/circs/circ30.pdf (checked October 22, 2026)
• 17 U.S.C. 101, definitions including "work made for hire" and "transfer of copyright ownership": https://www.law.cornell.edu/uscode/text/17/101 (checked October 22, 2026)
• 17 U.S.C. 103, compilations and derivative works: https://www.law.cornell.edu/uscode/text/17/103 (checked October 22, 2026)
• 17 U.S.C. 106, exclusive rights: https://www.law.cornell.edu/uscode/text/17/106 (checked October 22, 2026)
• 17 U.S.C. 201, ownership of copyright: https://www.law.cornell.edu/uscode/text/17/201 (checked October 22, 2026)
• 17 U.S.C. 202, ownership of copyright distinct from the material object: https://www.law.cornell.edu/uscode/text/17/202 (checked October 22, 2026)
• 17 U.S.C. 203, termination of transfers and licenses: https://www.law.cornell.edu/uscode/text/17/203 (checked October 22, 2026)
• 17 U.S.C. 204, execution of transfers: https://www.law.cornell.edu/uscode/text/17/204 (checked October 22, 2026)
• 17 U.S.C. 302, duration of copyright: https://www.law.cornell.edu/uscode/text/17/302 (checked October 22, 2026)
• 17 U.S.C. 512, notification requirements for takedown notices: https://www.law.cornell.edu/uscode/text/17/512 (checked October 22, 2026)
• 37 C.F.R. 202.1, material not subject to copyright: https://www.law.cornell.edu/cfr/text/37/202.1 (checked October 22, 2026)
• Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989): https://www.law.cornell.edu/supremecourt/text/490/730 (checked October 22, 2026)
• Effects Associates v. Cohen, 908 F.2d 555 (9th Cir. 1990): https://law.resource.org/pub/us/case/reporter/F2/908/908.F2d.555.88-6455.html (checked October 22, 2026)
• Copyright Office, Copyright Registration Guidance: Works Containing Material Generated by Artificial Intelligence, 88 Fed. Reg. 16190: https://www.govinfo.gov/content/pkg/FR-2023-03-16/html/2023-05321.htm (checked October 22, 2026)
• Copyright Office, Copyright and Artificial Intelligence: https://www.copyright.gov/ai/ (checked October 22, 2026)

Where to go from here

Ownership tells you who can act; it does not tell you what to do when someone copies the work. If a client's logo or your own illustration turns up on a site you never licensed, the next page to read is our guide to DMCA takedown notices for designers, because under 17 U.S.C. 512(c)(3) the notice must be signed by someone authorized to act for the owner of the infringed right, and this page is how you work out who that is.