Thoughts on branding, design, writing and life by Kevin Potts. Established 2003.

Work for Hire and Freelance Web Designers

Work for hire is a controversial subject in the legal world of graphic design. Technically it doesn’t apply to us, yet clients keep asking freelancers to sign these strict and one-sided agreements.

If you search across the web, you will find numerous examples of contract templates for web designers. The verbiage varies, but the core message is the same: unless you specifically transfer the copyright in the contract, you own the work that you create. This is not a concept the design industry made up—the foundation of “who owns what” is derived from current copyright law.

When I do any kind of work for a client, I retain the copyright and this is explicitly stated in my contract. For instance, this is a standard “Assignment of Copyright” blurb from my web design contract:

Copyright to the finished assembled work of web pages produced by Contractor is owned by Contractor. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. Contractor retains the right to display graphics and other web design elements as examples of work in his portfolio.

The client can do whatever they want with the files—they can edit, rearrange, shift, break and delete them for all I care. But they can not resell them, nor can they license them to someone else. That capability belongs to me.

Most clients are perfectly fine with this agreement. A few raise questions, but as soon as I explain that the agreement is standard copyright law and they’d sign the same thing if they hired a sculptor or a musician, they understand. A few clients, however, will ask me to sign a “work for hire” agreement.

The danger of work for hire (short for “work made for hire”) agreements is that they are ruthless in their doctrine. Essentially, whoever contracts the works owns everything—as if they had created it themselves. Under US law, every full-time employee is technically in a work for hire situation, whether they signed an agreement or not. Beyond that, Section 101 of the 1976 Copyright Act is very specific in its scope as to what qualifies as work for hire:

A work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire. For the purpose of the foregoing sentence, a “supplementary work” is a work prepared for a publication as a secondary adjunct to a work by another author for the purpose of introducing, concluding, illustrating, explaining, revising, commenting upon, or assisting in the use of the other work, such as forewords, afterwords, pictorial illustrations, maps, charts, tables, editorial notes, musical arrangements, answer material for tests, bibliographies, appendixes, and indexes; and an “instructional text” is a literary, pictorial, or graphic work prepared for publication and with the purpose of use in systematic instructional activities.

Essentially, this boils down to the following:

  • A contribution to a collective work, such as a magazine or literary anthology
  • A part of an audiovisual work
  • A translation
  • A supplementary work, such as an appendix, bibliography, or chart
  • A compilation
  • An instructional text
  • A test
  • Answer material for a test
  • An atlas

Websites, logos and most design projects clearly fall outside this list, so if a potential customer asks you to sign a work for hire agreement, refer them to

Some clients, however, are hell-bent on retaining all copyright to a finished product. That is why they wanted a work for hire agreement in the first place. Since you own the creative work, you can call the shots on how the copyright is assigned after the work is finished. This is called an “Assignment of Copyright” and should be in every contract you send out—see my example in the beginning.

Should you decide to do business with these guys, feel free to negotiate specific terms but do not sign a work for hire agreement just to get the job. (By the way, these are easy to spot—they clearly label themselves as “work for hire.”) Instead, compromise in the Assignment of Copyright. For instance, the following text was adapted from Marstar Design’s sample contract on

Until full payment has been made, Contractor retains ownership of all original Work Product or parts contained therein, whether preliminary or final. Upon full payment, the client shall obtain ownership of the final Work Product to use and distribute as they see fit. Contractor retains the right to use the completed Work Product and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and portfolio. Where applicable the client will be given any necessary credit for usage of the project elements.

This assigns the copyright to the client (what they want) but leaves the contractor free to use the artwork as promotional or teaching purposes (probably what you want). But don’t go this route unless you’re really having a tough time with the sale—giving the client full copyright is a last measure of negotiation. Offering every Joe “Two Page” Website that walks in the door full copyright is just bad business and bucking a set of laws that was designed for your benefit and protection.

In my opinion, the only exception is the design of logos. Since companies want to use their logo for everything, everywhere, assigning them the copyright so they can file for a trademark is only natural. Trying to retain the copyright for a corporate mark will make you look like a jerk—and very unappealing for future work.

This entry is not comprehensive by any means, nor is meant to offer any kind of official or specific legal advice, but the work for hire situation keeps coming up with my clients and associates and I wanted to address it publicly. My one piece of advice to any freelancer is to understand the law. The situation will come up, and it’s better to enter negotiations with knowledge of the law than to blindly sign a contract. Work for hire has its place. It exists for a reason. But 99% of the time it’s not acceptable (or even legally enforceable) for freelance designers.

There are other resources on the web from people much smarter than me. I suggest reading the following:

  • is the official word from the government.
  • is a great resource that explains many laws in plain English.
  • Ivan Hoffman also has a great article on work for hire.

commentary + criticism

Chris K

wrote the following on Friday July 1, 2005

There’s no excuse for us not knowing what of our work is protected and how to go about communicating it to clients. I couldn’t have worded it any better (I fact I haven’t). I will now be cutting ans pasting parts of this entry into future contracts instead of the garble I usually write. Thanks.


wrote the following on Friday July 1, 2005

I love this site. I am thinking in the next 3-6 months to give it a go solo and stuff like this is so valuable and this is the only decent site that deals with this stuff from a real world perpective.

keep up the GREAT work.


wrote the following on Saturday July 2, 2005

Glad I could help. I think there’s a lack of material written from the “in the trenches” perspective and I do my best to fill that hole.


wrote the following on Saturday July 2, 2005

I 100% agree.

Most designers think everything they do is a trade secret. Everything is so hush hush that when you try to find how to do things no one will help because they think there going to lose business.

Thanks for taking a more mature approach to business. :)

PJ Brunet

wrote the following on Saturday July 2, 2005

One of my first design jobs I spent hours with Photoshop 2.0 path tool to get this scanned logo perfectly crisp, I had drawn the logo with an ink pen, then scanned it in with an old 3-pass flatbed.

I uploaded it to the company webserver, then the owner started playing games with me, for some reason he even came to my apartment and I told him (with his girlfriend right there) that I wouldn’t do business with a liar. They wanted to keep the logo I had done, they hadn’t realized how much time I put into it, they just thought that image had materialized out of nowhere, most people have no idea the # of hours we put into these seemingly simple graphics. I still had access to the server and deleted all my work. The logo was for a limo company, for years I’d see my drawing being used on all the limos in the black windows in shiny silver letters… Ha!

Ahh the memories.

Neil Patel

wrote the following on Tuesday October 4, 2005

It is worth knowing the laws and wording your contracts right. It is worth having a lawyer write a general contract that you can modify and send out to all of your design clients because the last thing you want is to be screwed over.

cornelle perry

wrote the following on Monday May 8, 2006

I want get a webpage made. Its of my handmake jewerly. Have no idea where to start or how to start, I live in Okla. & know none here who does such. Can u give me any advice. I mint add I know nothing about computer other than email. I have no cd deal, or printer.

Alpha Diallo

wrote the following on Sunday May 21, 2006

This is a very interesting topic. I once did some web design work for a client that I found at and he specifically asked to own the copyright of the work.
I agreed and designed his website.
Later, I designed a similar website for another client and somehow the first client found out and threatened to sue me for creating a website similar to his!!!


wrote the following on Monday January 15, 2007

I have a client asking for the editable files when I’m done with his website. I don’t mind (that much) giving him the HTML, JPG and GIF files. But I do not want to give up the native Photoshop and Fireworks files. Those require too much skill and time and are unique to my talents. Also, I wanted the right to re-use the navigational elements or structure on other websites. So I edited the Marstar’s Design Contract example above to read:

Until full payment has been made, Contractor retains ownership of all original Website Content or parts contained therein, whether preliminary or final. Upon full payment, Client shall obtain ownership of the final Website Content to include: all text, editable HTML files and all associated JPG and GIF graphic files. Client may use and distribute Website Content as they see fit. Consultant retains the right to use the completed Website Content and any preliminary designs for the purpose of design competitions, marketing materials, and portfolio. Where applicable, Client will be given any necessary credit for usage of the project elements. Consultant retains the right to use similar navigational devices, menus, menu structure or arrangements, icons, and other operational components of the Website on websites other than that of Client’s.


wrote the following on Thursday February 21, 2008

to the above poster, thanks for putting that example text. I’m struggling with this one myself with a current client. This seems reasonable enough!


wrote the following on Saturday March 22, 2008

I am having a little bit of trouble in this area as well. I wrote up a contract based on the version for graphic design. It does state that until final payment is received, I retain the copyright. I need to revise some other areas after reading above.

My current problem is with a client I had done 10 projects for, 9 of which without a deposit, which is also stated in the contract as work will begin once deposit is received. I told him that I would just bill him at the end of the month—to make things easier with Christmas holidays and my traveling. I sent him the designs and he said that the checks were sent, but weeks went by without any money—besides the initial project. After a month and a letter from him saying he wasn’t going to pay anymore, I filed suit in small claims. Now he is claiming that it was work for hire and is countersuing. From what I have read above and the links to he had to have me sign a contract of his own to keep me as work for hire—which he didn’t. My contract was sent to him, but was never signed. I do have email proof that he received it, but somehow it slipped through the cracks without an actual signature. He is also claiming that there were text errors in some of the print material, however, I have emailed confirmation of “no changes—send to print” for each job with the attached final file. He is stating that all emails (or his approval) is fraudulent and that I created these emails in photoshop. I do have all of the emails to/from saved in an mbox and backed up on multiple hard drives to present to the judge.


wrote the following on Thursday March 27, 2008

David, you made a lot of classic mistakes of a newbie.

Why have a contract if you will work without a signature? Why work without a deposit if the contract specifies it is needed? This signals to the con artists out there that you are not business savvy and can be conned.

The good thing is you did save your correspondence, and that signifies that he approved the work which was based on something, even if he denies it.

I recommend getting yourself a copy of Pricing and Ethical Guidelines and using a good solid contract—and really use it.

Good luck with small claims.


wrote the following on Sunday March 30, 2008

I know my mistake was following up on the signed contract; however, I do think he returned one signed and it was misplaced.

One thing that a lot of graphic artists have problems with is when to charge for individual jobs and when to move a client into a ‘‘retainer’‘ type billing period. Eight of the projects were not definite at the time and instead of waiting to quote each small job, it seemed logical to bill once we knew what was to be done, especially since I already received some money from the guy.

I should have gotten another $1000 down as we saw the need for more hours, but I did receive information that the checks were mailed out at the end. I had already dealt with the client previously and I would never do anything with a new client without deposit or start a retainer relationship with someone I haven’t had dealings with.

PS: In my case, the judge didn’t care if there was a signed contract in hand or not and that the client owed me the full amount—especially seeing the amount and quality of the work. I got a ‘‘pat on the back’‘ as to my detailed record keeping. Make sure you keep all incoming and outgoing emails at all times!


wrote the following on Tuesday April 8, 2008

I have a question for everyone.
I agreed to develop a project for a client and due to issues that arose personally I have not been able to complete the project and I refunded the money to the client. He is now threatening to sue for more money because he states that he has spent other moeny in prep for the project.
Is this possible?

Jacob Cass

wrote the following on Thursday April 10, 2008

This is a great resource that should actually be taught in design schools. It is a shame that it is not. I have just had to research spec work and came across your article and then this one. It has helped greatly. Cheers!


wrote the following on Sunday May 25, 2008


It doesn’t make sense to sue you. He can still hire someone else and finish the project, regardless of what his own expenses are, right? It’s his liability. not yours. He should be grateful that you refunded the money.


wrote the following on Saturday July 26, 2008

Best thing to do:

hire a lawyer and give him explicit insight how your and your clients role should be fixed within the contract.

Mine is five pages long and covers almost every case possible.


wrote the following on Monday December 15, 2008

An amazing article. I am in the process of negotiating a web design contract, and having heard the term “work-for-hire” before and read the Graphic Artist Guild’s handbook “Pricing and Ethical Guidelines”, when I saw it in the contract, I was prepared! Though we’re still not done, it’s given me an opportunity to educate my client on what the term means.

I think of it like a home contractor. If you need someone to build you a deck on your home, as a part of contracting him, he will come with tools, insurance, architectural drawings and expertise. Surely, he will never come and take the deck away – it is yours! But he can take pictures and use the design on someone else’s home in the future. If he were using your tools, your architectural plans, maybe even your insurance, then he could be considered work for hire.


wrote the following on Friday April 24, 2009

Your position is totally unreasonable to the client. Say your client’s competitor rips off his webpage and makes a lot of money. Guess what, your client can’t sue the competitor because he doesn’t own the copyright.

You also don’t let your clients license the work to anyone else. What if your client wants to sell his business? He can’t really sell the website because you own it, not him. Now you are able to skim off the top of any sale of the business. That is not fair at all.

Why do you even want the copyright at all, unless you sell the same thing over and over to different clients? Why would someone shell out good money for that?

hire personel

wrote the following on Friday September 18, 2009

i like this article.congrats anyway…

Eldridge Jones

wrote the following on Monday November 9, 2009

I am looking to create a myspace/facebook type site. All the bells and whistles; IM, webcam, whiteboard, photo and video upload.

Nanny Cameras

wrote the following on Tuesday December 22, 2009

ODB i agree with you. What good does the work do if you do not own it..


wrote the following on Sunday February 21, 2010

a clint asked my company to design a range of Tee-shirts. on the contract( which is very simple and brief), he stated that he has the exclusive right to use the t- shirt designs. now i’ve found out that he is using the design of the t-shirt onto caps. my question is:
1) although the designs were specially ordered by the client, but we never sign any work made for hire agreements, so does this mean
we still own the copyright of the design?

2) if we do own the copyright of the designs. the client cant use the design onto other products since on the contract he only stated
that he has the exclusive right to use the t- shirt designs.
is my understanding correct?


wrote the following on Thursday July 1, 2010

I have a question, i work with buyers/clients from anothers countries, i do send a contract to them and ask for the 50% before start the work, and 50% when i send the final project. i never had a problem with but im wondering in cases like that how i can have a signature contract_? when im here and client there_? should i signature the contract i send to them and then they signature it_? at moment i send contract for they can know the rules of the game. And they just accept but dont know, in case things go bad_? i just will have the emails where they say they are agree with contract.

Sorry if I wrote something bad. im still learning english.

off topic chatter

wrote the following on Saturday October 16, 2010

To be honest, all this is completely confusing to me! I’m looking into hiring a web designer for an idea I have and I’m struggling to even find someone that I feel won’t rip me off and is a realibleand honest designer. Any idea where I might find a list of reputable people?

Kurt Clark

wrote the following on Saturday March 5, 2011

OK – Totally confused. I just want to be able to design websites for clients, and not get into trouble down the line because someone sees something as too similar to other work that I have done.

I have ‘looks’ and ‘styles’ – that is why people come to me. I am not interested in transferring ownership of my creativity.

But I need to make money, and every small business that I have ever worked for would walk away without owning the copyright to work that I create.

Is there danger in transferring ownership of copyright? Are you selling your ‘styles’ and ‘looks’?

On the other hand – I undersand that a company needs to own the copyright to their website.

I am currently walking away from a 9 page contract that someone wants me to sign – I do not understand it fully, she is insistent – And I need the work – but I just can’t.

There are other things. Why should I agree to go to New York to go to court? Indemnification… What if I accidentily make a logo that is similar to the billions of logos out there and someone goes belligerent – I am 100% responsible.

In an age where more and more work is done for hire – There should be some sort of standards and answers for all this. Killing me……

china mobiles

wrote the following on Friday June 3, 2011

Under US law, every full-time employee is technically in a work for hire situation, whether they signed an agreement or not.

ray ban aviator sunglasses

wrote the following on Thursday July 14, 2011

But they can not resell them, nor can they license them to someone else. That capability belongs to me.

Exams Sms

wrote the following on Thursday August 4, 2011

Actually, this is the result of miscommunication. Nothing is going to beat a dialogue or a talk of the two worried nation. this will avert further misunderstanding and promote better associations.

Adison High School

wrote the following on Tuesday August 9, 2011

In an age where more and more work is done for hire – There should be some sort of standards and answers for all this. Killing me……

loestrin 24 coupon

wrote the following on Friday September 9, 2011

web designers can be very good job, you can make good money but it requires good skills, competition on the market is already huge so it’s only for the best.

CPR Classes Dallas

wrote the following on Friday February 3, 2012

To all of those folks out there that use their creative talents as a staff member of a business: Sorry guys. You’re out of luck. Copyright law does not prohibit the creator to own his or her work unless they are an independent worker or contractor that has not signed anything to the contrary.

stromanbieter wechsel

wrote the following on Wednesday February 15, 2012

As far as designers doing a good job and getting payed enough for the job, I don’t think it’s always true. You have all kinds of clients these days, and the hardest part is convincing them to actually sign the contract in the first place.


wrote the following on Friday January 4, 2013

I designed a fairly technical 35+ webpage for a client, I maintained intellectual property and copyrights to it. Part of our understanding was that I would do it for a low fee IF I would also maintain it. I designed specific video players, as well as customized HD Video. I was charging him $25. a month to maintain it. Now he found someone who allegedly is going to maintain it for cheaper and wants me to transfer all of my work to my competitor for free. Obviously, I do not think I should have to give my competitor my software design which is what I use to earn a living on for the competitor to take it over and make money off my work.

In terms of transferring your work to your competitor does anyone know and/or have experience as to what the process is, can you charge them for it, are you giving up your intellectual property rights?????

CPR in Wichita

wrote the following on Sunday May 12, 2013

As a client of a couple of graphic designers, I can’t believe any client would agree to having their logo or other creative work that they paid for be used for another client.