An agency can transfer to its client only the copyright rights it owns or has authority to transfer. If an independent freelancer created the work, the freelancer is generally the initial copyright owner under 17 U.S.C. § 201(a), unless a statutory work-made-for-hire rule or a valid transfer changes that result. A client-agency contract saying “agency owns all deliverables” does not, by itself, prove that the agency obtained rights from every creator in the chain.
Before signing, delivering source files or promising exclusive rights, map each contributor to the agreement that connects them to the next party. Separate a work-made-for-hire relationship from a copyright assignment, an exclusive licence and a limited project licence. These are not interchangeable labels. The precise work, signature, scope, date and authority matter.
Start with who created each work
Under 17 U.S.C. § 201(a), copyright initially vests in the author or authors, subject to the statute. For a work made for hire, § 201(b) generally treats the employer or commissioning party as author and owner unless the parties expressly agree otherwise in a signed writing. Section 101 limits “work made for hire” to (1) a work prepared by an employee within the scope of employment, or (2) one of the specified commissioned-work categories where the parties expressly agree in a signed written instrument that it will be considered a work made for hire.
The commissioned categories are limited: contribution to a collective work, part of a motion picture or other audiovisual work, translation, supplementary work, compilation, instructional text, test, answer material for a test, or atlas. A standalone logo, website design, software feature or marketing graphic does not become work made for hire merely because a contract uses those words. Whether a particular work fits a statutory category can be a legal question. A separate copyright assignment may be needed to transfer ownership.
Also identify all authors. An agency may have employees, subcontractors, stock-asset vendors, photographers, translators and specialist freelancers. One person’s signed assignment does not convey another contributor’s rights. A company can only transfer the interest it has, so build the chain from the actual creator rather than beginning at the agency’s invoice.
Assignment, licence and work-for-hire: three different routes
Section 201(d) allows copyright ownership to be transferred in whole or in part. Under § 204(a), a transfer of copyright ownership other than by operation of law is not valid unless an instrument of conveyance, note or memorandum of the transfer is in writing and signed by the owner of the rights conveyed or that owner’s duly authorised agent. The agreement should identify the work and the rights with enough clarity to distinguish an assignment from a licence or payment condition.
A licence authorises use within its scope without necessarily transferring ownership. A licence may be exclusive or nonexclusive, limited by media, territory, time, purpose, users, platforms or versions. A client can receive a broad commercial licence while the creator retains ownership, if the agreement says so. Do not call every licence an assignment in a proposal or invoice.
The client-agency agreement and agency-freelancer agreement must align. If the agency promises its client ownership at delivery but the freelancer agreement grants only a nonexclusive right after full payment, the agency may lack the transfer it promised. The timing can also matter: does the client receive rights on creation, payment, acceptance, or a later signed assignment? Are source files included? What happens to drafts, background materials, tools and reusable components?
Make each transfer auditable. The agreement should identify the specific deliverable or a clearly defined group of works, the transferor and recipient, the rights being conveyed, any excluded background materials, the effective date or condition, and the signature of the rights owner or authorised agent. A signature block from an agency does not prove that the agency owns the illustrator’s rights; retain the instrument that connects the illustrator to the agency and the agency to the client. If the contract covers future work, define the project and state when rights vest. If the scope changes through a later purchase order or acceptance email, preserve the full incorporated version and show who approved it. For a dispute, a file’s name, invoice or registration certificate may help identify the work, but none automatically replaces the required conveyance or proves every link in title.
A practical rights-chain table
| Link in the chain | Document to inspect | Questions to resolve |
|---|---|---|
| Creator → agency | Freelancer SOW, IP assignment, licence, employment agreement | Who authored the work? Is it a qualifying work made for hire? Is there a signed transfer? What is the scope and effective date? |
| Agency → client | Master services agreement, order form, project SOW | Does the agency promise ownership or only a licence? Is transfer conditional on payment or acceptance? |
| Third-party component → project | Stock, font, software, image and open-source licences | Is commercial use permitted? Can the component be assigned or sublicensed? What notices or source disclosure are required? |
| Joint contributor → agency | Contributor agreement and work records | Did each contributor sign? Is authorship joint? Are rights and moral-rights permissions addressed? |
| Pre-existing material → project | Background IP schedule and project licence | What remains owned by the creator, and what embedded-use licence does the client receive? |
Worked hypothetical
An agency hires a freelance illustrator to create a campaign set for a national client. The client-agency SOW says the client owns all deliverables at final payment. The illustrator’s proposal says the agency receives a licence for the campaign, and an email says “we can discuss full rights later.” The agency has paid the illustrator, and the campaign is ready to launch.
The payment does not necessarily convert the licence into an assignment. The agency should compare its promise to the client with the signed terms from the illustrator, identify the precise final files and rights, and obtain a signed instrument from the actual rights owner if a transfer is intended. It should also check any stock artwork, fonts and subcontracted elements. The client should receive a clear statement of what it owns, what it licenses, and what third-party rights remain. These facts do not determine a dispute; they illustrate why the chain must be reconciled before launch.
Build a chain-of-title schedule
Create one row per asset, not just one row per project. Record the asset name/version, author, employer/contractor status, creation date, source files, contributions, prior agreements, assignment or licence, rights scope, payment/acceptance condition, third-party dependencies and the recipient. Record whether a document is signed and who signed on behalf of which entity. Attach the governing terms and preserve all versions.
For software, separate original code from libraries, frameworks, generated materials and configuration. For design, separate the final artwork from fonts, stock elements, templates and working files. For written content, track co-authors, quotations, commissioned research and source permissions. A project may contain components with different owners and different permitted uses.
If an assignment is recorded with the US Copyright Office, 17 U.S.C. § 205 can affect priority and constructive notice, but recordation is not a substitute for acquiring rights from the owner. The Copyright Office recordation guidance explains the filing channel; the official Title 17 compilation includes amendments through December 18, 2025 and supplies the § 205 text here. The underlying signed transfer and its scope remain central. Registration/recordation choices and title questions should be reviewed by counsel.
Common mistakes
- Assuming an agency’s invoice or payment receipt proves copyright ownership.
- Treating “work made for hire” as effective for every commissioned creative or software deliverable.
- Failing to collect signed assignments from individual creators and subcontractors.
- Using “all rights” language without defining work, rights, territory, term, media and effective date.
- Promising assignment upstream while the downstream agreement grants only a limited licence.
- Forgetting third-party and open-source components that cannot be assigned as if wholly owned.
- Confusing transfer of a physical or digital file with transfer of copyright.
- Treating copyright Office recordation as a cure for a missing chain of title.
For related reading, see our Florida cancelled-project design guide, California pre-existing software assignment guide, and England employee-copyright guide. Those articles address different facts and rules. You can contact us to organize a review or see document workflows; neither determines title.
Questions people ask
Does a client own freelance work automatically after paying the invoice?
Not necessarily. Payment may trigger a licence or assignment if the contract says so, but it does not by itself prove a transfer. Review the signed agreement, the author’s status, the work-made-for-hire requirements and any written assignment.
Can an agency assign rights it never received?
An agency cannot transfer more than its own interest or authorised rights. If a freelancer or subcontractor retained ownership, the agency needs an effective transfer or appropriate licence before making promises to its client.
Is “work made for hire” enough for a commissioned logo?
The phrase alone is not enough. Section 101’s commissioned-work pathway is limited to listed categories and requires an express signed writing. A separate signed assignment can be relevant if the work does not qualify as work made for hire.
Is a perpetual licence the same as ownership?
No. Duration is only one licence term. A licence may be perpetual but still limited by purpose, media, territory, exclusivity or sublicensing. Read the full grant and distinguish it from assignment.
What happens to open-source or stock components in a client assignment?
Those components remain governed by their own licences. Identify the specific version and obligations, and make sure the client receives the notices or rights required. Do not promise that a third-party component is exclusive property of the agency.
Can an employee assign copyright to an agency separately?
Potentially, but first determine whether the employer is the initial owner under § 201(b) for work made within the scope of employment. The employee may not be the rights owner with authority to assign. Obtain the employer’s written authority or transfer where necessary.
Does recording a transfer at the Copyright Office make it valid?
Recordation can have statutory consequences, but it does not replace a valid transfer from the rights owner. Confirm the signed instrument and scope first, then ask counsel whether recordation is appropriate.
What should a buyer request before launch?
Request a per-asset schedule naming creators, signed assignments or licences, work-made-for-hire basis where claimed, third-party dependencies, payment conditions, delivery/acceptance records and any exclusions. Have counsel reconcile it with the client-agency SOW.
Pre-launch checklist
Name every work and contributor; verify employee or contractor status; test any work-made-for-hire claim against § 101; obtain the signed transfer required by § 204 where ownership is intended; align the freelancer, agency and client agreements; separate background IP and licences; inspect third-party terms; tie transfer timing to payment/acceptance clearly; retain signed versions and source files; and have US copyright counsel review gaps before promising exclusivity or filing a claim.
This is general information, not legal advice. Copyright ownership and transfer depend on the work, contributors, contract language and applicable law. Consult a US copyright lawyer before representing that a client owns rights or before sending a demand.
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