Work for hire vs licence: what should a freelancer agree to?
Work for hire means the client owns the output outright from the moment it is created, as if their employee had made it. That is often reasonable for the deliverable itself. It becomes a problem when the clause is written broadly enough to swallow your existing tools, templates and process.
What the clause actually does
- Transfers ownership automatically on creation — not on payment. If the clause is unqualified and the client never pays, they may still own the work.
- Can extend past the deliverable. Wording like “all work product created during the term” catches things you built for yourself while the engagement happened to be running.
- Often removes your right to show the work. Without a portfolio carve-out, using it in your own marketing is technically infringement.
- In several jurisdictions “work made for hire” has a narrow statutory meaning that does not cover independent contractors at all — so the clause is drafted as an assignment instead, with the same effect.
The version that should worry you
All work product, materials, ideas and intellectual property conceived or created by the Contractor during the Term shall be deemed work made for hire and shall be the sole and exclusive property of the Client.
Three separate problems. “During the Term” is a time test, not a project test — it captures unrelated work. “Ideas” is broader than anything you deliver. And ownership passes on creation, with no link to payment.
A version worth signing
Upon receipt of full payment, the Contractor assigns to the Client all right, title and interest in the Deliverables. This assignment excludes the Contractor's pre-existing materials, tools, libraries and know-how (“Background IP”), in respect of which the Contractor grants the Client a perpetual, non-exclusive licence to the extent embedded in the Deliverables. The Contractor may display the Deliverables in its portfolio.
How to ask for it
Three changes, in order of importance: tie the transfer to full payment, limit it to the Deliverables rather than everything created during the term, and carve out your Background IP with a licence instead. The portfolio right is worth asking for and rarely refused.
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This page explains what a clause does in general commercial terms. It is not legal advice, and what is enforceable varies by jurisdiction — for anything turning on that, ask a lawyer where you are.