Ownership of work created under a contract

The contract should distinguish ownership of newly created work from permission to use pre-existing material. Paying for a deliverable or receiving its files does not automatically answer the copyright question. Commissioned work often requires an express written arrangement to give the customer the intended rights. ^[1]

Identify the practical uses the customer needs: modification, publication, distribution, sublicensing or transfer on a business sale. Check whether ownership passes immediately, on payment or at another event. Deal with third party components separately because the supplier may only be able to grant limited permission.

List the components rather than treating the deliverable as one asset

Separate original material created for the customer, the supplier's existing tools and third-party content. A website, report or design can contain all three. Record the intended rights for each component so an ownership promise does not accidentally include material the supplier cannot transfer.

Ask who actually created the work, including employees, freelancers and subcontractors. The rights chain should support the customer's proposed use. A supplier's assurance that it paid everyone is not the same as evidence that it obtained the necessary rights. Review the relevant agreements and identify any gap before the final deliverable becomes central to the business.

Decide which uses the customer needs

List publication, modification, distribution, sublicensing, group use and transfer on a sale where relevant. A licence for internal use may be enough for a limited report but unsuitable for training content sold to customers. Permission to use another party's IP must cover the actual activity and stay within the agreed limits. ^[2]

Consider who will maintain or update the work. If another agency needs editable files or source code, address both access and legal permission. Receiving a PDF may satisfy a narrow delivery obligation while leaving the business unable to make future changes. A broad assignment clause does not itself create a practical handover of all working materials.

Make ownership timing and conditions clear

State whether rights pass on creation, payment or another defined event, and what permission exists before that event. If ownership is conditional on full payment, consider disputed invoices and staged delivery. The customer needs to understand whether it can lawfully launch or distribute the work while a payment issue remains unresolved.

For assignment, obtain the appropriate written formalities and identify the assets precisely. Avoid a vague transfer of everything connected with the project where important background tools are excluded elsewhere. Moral rights and permissions for adaptation may need separate consideration. The drafting should describe the intended commercial use without claiming more rights than the supplier holds.

Examine third-party restrictions before launch

Check fonts, photographs, software libraries and stock materials for user, territory, channel and modification limits. A licence purchased by the supplier may not extend to the customer or its external agencies. Identify who must obtain additional permission and who pays. Keep the licence evidence with the asset rather than relying on a link that may later change.

If the deliverable includes branding, distinguish copyright in the artwork from trade mark protection for the sign. A UK trade mark application is a separate process relating to the mark and specified goods or services. ^[3] Owning a logo file does not establish that the brand is available to use or registered as a trade mark.

Allocate responsibility for rights problems

Ask what happens if a third party challenges a supplied component. Identify notice, control of the response, replacement or licence options and the applicable financial limits. A broad indemnity should be reviewed with the rest of the agreement rather than assumed to solve every operational interruption.

The customer should also identify material it supplies and the rights it can authorise the supplier to use. A supplier cannot safely assume that every image in a client brief is cleared for commercial publication. Keep responsibility for customer-provided content clear, with a process for raising obvious concerns before work is released.

Preserve a usable rights record

At completion, retain the final work, editable files agreed for delivery, assignments, licences and contributor records. Note any restrictions that affect future reuse. Give the people commissioning later updates access to that information so a redesign does not lose the permissions history.

Read Copyright in commissioned design work for commissioned design work. Commercial contract review can help review ownership, licence and delivery provisions against the uses the business actually needs now and after a future supplier change or sale.

Illustrative scenario

A company commissions presentation templates. The supplier transfers rights in the original layout but includes a font under a restricted licence. The company checks whether its staff and external agencies can use that font and obtains the necessary permission or substitutes another asset before distributing the templates.

Preparation checklist

• List new work, background assets and third party components.
• Specify intended uses and any future transfer needs.
• Check the rights chain from every contributor.
• Agree delivery of editable files and relevant permissions.