Work-for-Hire agreement document pack

If you're paying a freelancer to make something for you, the work doesn't automatically belong to you. It belongs to the person who made it — unless a written agreement says otherwise. The default is the opposite of what most clients assume.

Who this pack is for

You're hiring a freelancer or contractor to create something — software, design, copy, video, music, a logo, a website, an illustration — and you (the client) want to own the resulting intellectual property outright. Not license it; own it. The Copyright Act (17 U.S.C. § 101) creates a default rule that copyright belongs to the human who created the work, even when that work was paid for. To flip the default, you need a written agreement signed before the work is created (or a backup IP assignment that survives if the work-for-hire doctrine doesn't technically apply).

When to use it

Sign before the work begins. Work-for-hire is one of the few legal categories where retroactive paperwork is significantly weaker — under 17 U.S.C. § 101(2), specially commissioned works qualify as 'work for hire' only if there's a signed written agreement explicitly designating them as such, and courts have read this strictly. If you've already paid for work that was supposed to be 'work for hire' without a signed agreement, you may have a license but not ownership; sign a backstop assignment (the pack's section 4 covers this) right away. For new engagements, the order is: agree on scope and price, sign the work-for-hire agreement, then start work.

What it doesn't cover

This pack is for an independent contractor relationship producing creative work for a client. It is not an employment agreement (employees' work is automatically work-for-hire under 17 U.S.C. § 101(1) without a separate agreement, but employment brings tax, benefits, and labor-law obligations the pack doesn't address). It does not cover joint authorship situations where two people contribute roughly equally to a work — that's a different IP structure (joint copyright, partition by use, shared royalties). It does not cover trademarks (which are about brand identifiers, not creative works) or patents (which require their own assignment process and USPTO filings). And it does not work for foreign contractors in jurisdictions where work-for-hire concepts are restricted (German moral rights, French droit moral, etc.); for international IP transactions, talk to an attorney with specific jurisdiction expertise.

State-specific notes

Rules vary by jurisdiction. Below are notes for the states where work-for-hire agreement runs into the most variance. If your state isn't listed, default to your state's tenant-rights handbook or local legal aid.

California (CA)

California Labor Code § 3351.5 has a quirk: a 'work for hire' designation can convert a contractor relationship into an employee relationship for some labor and tax purposes — meaning the client may owe payroll taxes, workers' comp, and unemployment insurance for the worker. Many California-based contractor agreements use IP assignment language instead of work-for-hire to avoid this trap. Pike's agreement includes both, with the assignment serving as the legally robust path.

Cal. Lab. Code § 3351.5 →

New York (NY)

New York courts strictly enforce the 'specially commissioned work' requirements of 17 U.S.C. § 101(2): the work must be a contribution to a collective work, motion picture, translation, supplementary work, compilation, instructional text, test, answer material, or atlas. Software, mobile apps, and many design works don't fit any of these categories — meaning the work-for-hire doctrine doesn't apply at all and you must rely on the IP assignment clause for transfer.

17 U.S.C. § 101 (definitions, work made for hire) →

Common questions

What is 'work for hire' technically?

Under 17 U.S.C. § 101, a work-for-hire is either (1) a work prepared by an employee within the scope of employment, or (2) a 'specially commissioned' work in one of nine specific categories (collective works, motion pictures, translations, supplementary works, compilations, instructional texts, tests, answer material, atlases) where there's a signed written agreement designating the work as work-for-hire. Software is not on the list. Web design is not on the list. Most creative work falls outside the nine categories — which is why this agreement also includes an IP assignment as backup.

What does the 'backup assignment' language do?

It's the workhorse of modern work-for-hire agreements. If the work qualifies as work-for-hire under § 101, great — copyright vests in the client at creation. If it doesn't (because it's outside the nine categories or because something procedural is off), the assignment language transfers the contractor's copyright to the client by contract. Either way, the client ends up owning the work. This belt-and-suspenders structure is industry-standard for software and most creative work.

Does this also transfer trademarks and patents?

Trademarks are usually not at issue in creative work — they're brand identifiers like logos and brand names that go through their own USPTO registration. The agreement transfers any trademark rights in the deliverables along with copyright. Patents are different: under 35 U.S.C. § 261, patent assignments must be in writing and recorded with the USPTO. The pack's agreement includes general IP assignment language that covers patentable inventions, but if the contractor is producing patentable software or hardware, you should also have them execute a separate USPTO assignment for any patents they file related to the work.

What about moral rights?

U.S. copyright law has very limited moral rights — the Visual Artists Rights Act (VARA, 17 U.S.C. § 106A) protects certain attribution and integrity rights of visual artists, but those don't apply to most commercial creative work. The pack's agreement includes a moral-rights waiver for jurisdictions where they exist. If you're working with EU-based contractors or commissioning fine art, get specialist advice — moral rights are stronger and harder to waive in those contexts.

Can the contractor use the work in their portfolio?

By default under the pack, no — the contractor has assigned all rights, so they need permission to use it in their portfolio. Most clients allow portfolio use as a courtesy, but some don't (sensitive work, white-label projects, NDA scenarios). Resolve this in the agreement: add a clause permitting portfolio use 'after public release of the work' or 'with client's written approval,' or carve out specific elements the contractor can show.

What if the contractor used third-party assets (stock photos, fonts, code libraries)?

The contractor's warranty in the agreement says the work is 'original (or properly licensed).' The contractor is responsible for ensuring any third-party material in the deliverables is licensed for the client's intended use. Common landmines: stock photo licenses that don't cover commercial use, fonts licensed for one project not enterprise use, GPL-licensed code that imposes copyleft obligations on the entire codebase. Ask the contractor to disclose all third-party material and the license terms before final delivery.

What's a reasonable fee structure?

50% on signing + 50% on delivery is the most common structure. For longer projects, milestone payments (33/33/34 or weekly draws) reduce risk for both sides. Avoid 100% upfront unless you have a relationship; avoid 100% on delivery unless you trust the client deeply. The pack's payment-schedule field is intentionally open — write it the way you and the contractor agree.

Sources

Primary legal sources cited above. These link to free, public versions of the statutes, regulations, and case law referenced in this pack.

Pike provides plain-language legal information, not legal advice. State and local rules change. If money, custody, or your housing is on the line, talk to a licensed attorney or your local legal aid office.