If your contract says the work is "made for hire", your client may not own it. US law allows that label for employees and for nine listed kinds of commissioned work. A logo, a website or an app is on neither list. What moves ownership is a signed written assignment.
This cuts both ways. You may still own work you were paid for and assumed you had handed over. Your client may have paid for something that is not theirs. Neither side usually finds out until the work becomes valuable, and then everyone reads the contract for the first time.
The clause almost everyone copies
US copyright law defines a work made for hire in exactly two ways. The first is "a work prepared by an employee within the scope of his or her employment" (17 U.S.C. section 101). If you are on payroll and make things at work, your employer owns them.
A contractor is not an employee, so only the second route is open, and the second route is a list. A commissioned work can be made for hire only if it is specially ordered for use as one of nine things:
a contribution to a collective work
a part of a motion picture or other audiovisual work
a translation
a supplementary work
a compilation
an instructional text
a test
answer material for a test
an atlas
Read that against what service businesses actually sell. A logo is not on it. Neither are a website, a brand identity, an app, a photo shoot or a set of illustrations. A magazine article is (contribution to a collective work), and film editing usually is. Most client work is not.
The categories are only half the test. The parties must also "expressly agree in a written instrument signed by them that the work shall be considered a work made for hire." Both halves are required. A signed clause on a logo project has the signature and fails the category, so it does nothing.
When it fails, the default stays where it was: "Copyright in a work protected under this title vests initially in the author or authors of the work" (17 U.S.C. section 201(a)). You made it, so you own it, and a clause that does not qualify moves nothing.
The Supreme Court settled this in 1989
Written by
The Delivvo team
Delivvo runs the client cycle for service businesses: inquiry, quote, contract, deposit and delivery. Payments go straight to your own account.
A UAE client contract holds up when it is written, specific, signed and backed by a valid licence and tax set-up. This post covers e-signatures under UAE law, VAT and e-invoicing basics, what to put in the contract and what your options are when a client stops paying.
Canva, Figma and Adobe Express each win at a different job. This post compares what they cost, how they meter AI credits, how clients review work in each, and how to get the finished files and the invoice to the client cleanly.
If you are self-employed and use part of your home only for work, you can deduct it on your US return. This post covers who qualifies, the simplified and regular methods with a worked example, the mistakes that cause trouble, and the records to keep.
8 min read
Your inquiry link is free.
Free plan. No card needed.
Blog
Guides for service businesses, from the first inquiry to the final payment. Written by the team behind Delivvo.
None of this is a recent theory. It was decided in a case about a sculpture.
The Community for Creative Non-Violence commissioned the sculptor James Earl Reid to make a piece about homelessness. They paid for it and gave direction throughout. When the two sides fell out over the copyright, CCNV argued the work was made for hire because it had ordered the piece and controlled the result.
The Court disagreed and set the test still used today: "To determine whether a work is for hire under the Act, a court first should ascertain, using principles of general common law of agency, whether the work was prepared by an employee or an independent contractor" (CCNV v. Reid, 1989). Reid used his own tools, worked in his own studio with little supervision, took a short project and was paid for the job, not a salary. He was a contractor, and a sculpture is not one of the nine categories, so the second route was shut too.
Reid kept the copyright. The organisation that ordered, directed and paid for the work did not get it. Control over a piece of work is not ownership of it.
Row of red hardcover legal volumes on a shelf, the statute behind the clause
Assignment is the clause that works
A mechanism does exist that reliably moves ownership from a contractor to a client, and it is assignment. You own the copyright, then you sell it. It works on any kind of work, with no list of categories and no argument about employment status.
It carries one formality, and the formality is not optional: "A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed" (17 U.S.C. section 204(a)).
That means in writing, signed by you, the person giving the rights up. A call does not count. Cashing the cheque does not count. A thumbs-up in Slack is not an instrument of conveyance.
Careful contracts therefore carry both clauses: the work is made for hire, and if for any reason it is not, the contractor assigns all right, title and interest in it. The second half does the work. If your contract has only the first half and the deliverable is a logo, the client holds a clause that reads like ownership and transfers nothing.
One word inside the clause matters more than it looks. "Contractor hereby assigns" is a transfer that happens on signature. "Contractor agrees to assign" is a promise to transfer later, which means somebody still has to do it, and if you have moved on or fallen out, nobody will.
What work for hire quietly costs you
Even when the nine categories do fit, there is a reason to prefer assignment, and it rarely comes up.
US law lets an author claw a transfer back. An author can end a grant "at any time during a period of five years beginning at the end of thirty-five years from the date of execution of the grant" (17 U.S.C. section 203), with notice served "not less than two or more than ten years before that date." The statute makes this effective "notwithstanding any agreement to the contrary", so a client's lawyer cannot draft it away.
The exception is a work made for hire. Section 203 applies, in its own words, to "any work other than a work made for hire."
So the two routes are not interchangeable. Assign the copyright and, in thirty-five years, you or your heirs can take it back whatever you signed. Sign a valid work-for-hire agreement and you were never the author, so there is nothing to reclaim. For a landing page nobody will remember, that is academic. For an illustration that becomes a company's face for three decades, it is the whole question.
Outside the US, the default favours the maker even more
If you or your client sit outside America, the picture is simpler.
UK law states it flatly: "The author of a work is the first owner of any copyright in it" (Copyright, Designs and Patents Act 1988, section 11). The only carve-out is employment: where a work is made by an employee in the course of employment, the employer is the first owner. There is no commissioned-work route at all, and no list of nine categories.
A work-for-hire clause in an English-law contract is therefore borrowing a phrase from a statute that does not apply. If a UK client wants the copyright, they need an assignment, in writing and signed.
The pattern holds in many places. The person who makes the thing owns it until they sign it away. US work for hire is the unusual rule, and even there it is narrow. If your client is in another country, the governing law in your contract matters, so ask a local lawyer which rules apply.
The 2026 problem: you cannot assign what nobody owns
Generative AI puts a hole in the middle of the clause.
The US Copyright Office published Part 2 of its report on copyright and AI on January 29, 2025. Its position is that "the outputs of generative AI can be protected by copyright only where a human author has determined sufficient expressive elements," and that protection does not extend to "the mere provision of prompts" (U.S. Copyright Office). A prompt is an instruction, not authorship, however detailed it is.
The Office was careful not to condemn the whole file: using AI to assist in creation, or including AI-generated material in a larger human-made work, does not bar copyright.
Put the two together. If part of your deliverable came from a prompt and shipped without meaningful human authorship on top, that part probably has no copyright at all. It is not yours and it is not the client's. Your assignment transfers everything you own, which for that portion is nothing.
This is no reason to hide AI use. It is a reason to be precise, because the exposure lands on you through a clause you have signed. Many contracts have you promise that you own what you assign and that it infringes nothing. A promise about legal facts costs you money if the facts are wrong, and the model does not get sued. You do. Our guide to AI clauses in freelance contracts covers how to draw that boundary before you sign.
The lever: assignment on payment
The strongest position available to you is short: copyright transfers when payment is received in full.
Before the money lands, you own the work and the client cannot lawfully use it. After it lands, the work is theirs and nobody argues. The clause costs an honest client nothing, because an honest client was going to pay. It turns a legal fight into a plumbing question: has the money arrived?
That is where many small businesses fumble it, because they cannot answer from their own records. The signed contract is a PDF in a folder. The files went out over a transfer link in March. The invoice is a row in a spreadsheet marked paid, probably. A year later the work turns up in a campaign, and you need to prove what was signed, what was delivered and when the payment cleared. That is three systems and one memory.
Close-up of hands signing a business document, the formality section 204(a) requires
How Delivvo keeps proof of signature, delivery and payment
Delivvo keeps the three facts an assignment-on-payment clause depends on against one project, so "when did this become theirs?" has a record behind it.
Write your terms, including the assignment and the payment trigger, in a contract. You can edit every clause. Check the wording with a lawyer, because the template is a starting point, not legal advice.
The client signs in the portal, typed or drawn. Delivvo stores a signing record with a SHA-256 hash, IP address, device and an archived PDF, so you hold more than a scan of a scan.
You deliver files through the client portal. Versions are kept and the client approves in the same place, so which version was handed over and when it was accepted is recorded.
The invoice sits on the same project, and payment status is a fact in the record, not a note to yourself.
The client pays through your own gateway, and Delivvo takes 0%. It never holds the money.
One extra detail: every contract and invoice carries a verification code that anyone can check on the verify page, which shows who issued it, its number, dates and status. If a dispute starts a year later, you can point to a document instead of describing one.
For bigger jobs, set a payment schedule of up to 12 payments, so "paid in full" is a visible final step and not a feeling. On Business and up you can also upload your own contract PDF, including one your lawyer wrote, and place the signature boxes yourself. Either way the client sees one link, signs once, and the record builds itself as the project moves.
What to do about it
Stop relying on work made for hire alone. Check your deliverable against the nine categories; it is usually not there.
Add a present-tense assignment. "Hereby assigns" transfers. "Agrees to assign" is homework.
Sign it, and keep the signed copy. Section 204(a) is a formality with teeth.
Condition the transfer on payment in full. It costs a paying client nothing.
Reserve your portfolio rights. Assignment does not leave you a right to show the work, so say so in the same clause before you sign.
Be honest about AI in the deliverable, and do not promise ownership of something the Copyright Office says has no owner.
None of this needs a lawyer to begin, though a lawyer should check the final wording for your country. It needs you to read a clause you have copied between contracts for years. Our list of contract red flags to catch before you sign is the companion piece.
FAQ
Does "work made for hire" in my contract give the client ownership?
Usually not for freelance work. Under US law it applies to employees and to nine kinds of specially commissioned work, and it needs a signed writing. Logos, websites and apps are not on the list. Use a signed assignment instead.
What is the difference between work for hire and an assignment?
Work for hire makes the client the author from the start. An assignment transfers ownership of a work you authored. Assignment works for any kind of work and keeps your right to terminate the transfer after thirty-five years in the US.
Who owns a freelance logo if there is no contract?
You do. Copyright vests in the author, and a transfer must be in writing and signed by the owner. A verbal agreement or payment alone does not move it, though your client may have an implied licence to use what they paid for.
Can I assign copyright on AI-generated work?
Only what you own. The US Copyright Office says purely prompted output lacks human authorship. Parts you wrote or substantially shaped can be protected, so keep records of your own contribution and ask a lawyer how to word the warranty.
Delivvo runs the whole client cycle for service businesses, from the first inquiry to the quote, contract, deposit, invoice and delivery, so the signature, the delivery and the payment behind an ownership transfer sit in one record. Clients pay you directly through your own gateway, and Delivvo takes 0%. Start free
