🛠️ Using Contractors? Here’s How to Make Sure You Own the IP

You hired a contractor to design your logo, write website content, or develop custom software. You paid for the work—so you own it, right?

Not necessarily.

Under U.S. copyright law, independent contractors typically own the intellectual property (IP) they create— even if you paid for it—unless there’s a written agreement stating otherwise.

If you want to avoid future disputes, rebranding costs, or legal limitations, here’s what you need to know to secure ownership of your intellectual property (IP) when working with contractors.

💡 Why This Matters

Imagine this:

• You pay a freelancer to create your logo, then later find out you can’t trademark it.

• You hire a developer to build your practice’s scheduling app—but you don’t actually own the code.

• You outsource blog content, then get a takedown notice for copyright infringement.

Without the right legal language in place, the contractor—not you—owns the work product.

🧾 Default Rule: Contractors Own What They Create

Under U.S. copyright law, the person who creates the work owns it—unless:

1. It’s created by an employee within the scope of their job; or

2. It’s a “work made for hire” under a written agreement that qualifies under specific legal rules

Since most freelancers and contractors are not employees, the second category applies—but only if the agreement is in writing and includes a proper IP assignment clause.

✅ How to Make Sure You Own the IP

Here’s how to protect your business when working with independent contractors:

1. Use a Written Contract With an IP Assignment Clause

Your independent contractor agreement should include clear language that:

• Assigns all intellectual property rights in the work to your company

• Covers all work “developed, conceived, or created” under the agreement

• Applies to both present and future rights

• Survives termination of the contract

Terms like “Client shall own all rights in the deliverables” aren’t specific enough—be explicit about copyright assignment and ownership.

2. Include a “Work Made for Hire” Provision

• This reinforces that the work is being created on your behalf and will be treated as if you created it internally.

Caution: Not all work qualifies as “work made for hire” under copyright law. Even with this language, you should still include an IP assignment clause to cover your bases.

3. Clarify What “Work Product” Includes

Make sure the contract defines:

• Drafts and final versions

• Source files (e.g., design files, code repositories, editable documents)

• Any associated documentation (e.g., guides, training materials)

Tip: Ask for raw design or code files when the project ends—you may not have full control without them.

4. Protect Trade Secrets and Confidential Information

• Include a confidentiality clause or NDA to prevent contractors from using or sharing your business strategies, customer data, or internal processes.

• Combine IP protection with data security to fully safeguard your business.

5. Register and Manage Your IP After the Project

Even if you own the rights:

• Consider trademarking your logo or brand elements through the USPTO

• Register your copyright if you want stronger enforcement rights

• Store signed contracts and IP documentation in a secure, searchable format

Ownership is only the first step—registration gives you leverage.

🚩 What Happens If You Don’t Get It in Writing?

• The contractor may reuse or resell your work

• You may be unable to trademark or protect your branding

• If the relationship sours, you could be forced to rebrand or rebuild from scratch

Don't rely on assumptions—get ownership in writing.

🧠 Final Thoughts

Hiring independent contractors is a smart way to scale—but only if you own the work they create. Without the right contract, you’re renting your IP—and your business could pay for it later.

Need help drafting a contractor agreement or reviewing your current IP clauses? I help Arizona business owners protect their brand, content, and creative assets from day one.

Hurley Law Group
IP & Business Counsel for Arizona Entrepreneurs and Healthcare Practices
📞 308-383-1867
🌐 hurleylawgroup.com
✉️ eric@hurleylawgroup.com