Assignment of rights: does your company own what it commissions?
Commissioning a text, a piece of software, or a design does not automatically mean owning all the rights to the creation. An express assignment is usually the way to avoid problems.
It is very common for companies to hire third parties to create content, systems, and visual materials: an agency for the brand identity, a freelancer for texts, a developer for software. What is not always realized is that paying for the creation does not automatically amount to owning all the rights to it.
Commissioning is not the same as owning
In the field of intellectual property, especially copyright, an intellectual creation is usually linked to whoever produced it. This means that, without an adequate contractual provision, the author of a text, code, or design may retain a significant part of the rights to the work, even though it was commissioned and paid for by the company.
In practice, this can create delicate situations, such as difficulty in altering, reusing, or commercially exploiting the creation without the consent of the person who produced it. For this reason, the way the contract is drafted makes all the difference.
The role of the assignment-of-rights clause
Assignment of rights is the instrument by which the author or owner transfers to the company the economic rights over the creation. It is through this that the company comes to be able to use, modify, and exploit the result of the work more securely, within the agreed limits.
To be effective, the assignment usually requires clarity on essential points, which must be well defined in the contract.
- Description of what is being created and assigned
- The extent of the rights transferred
- The permitted purposes and forms of use
- Any exclusivity and term
- Distinction between the author's economic rights and moral rights
It is worth noting that, in the case of copyright, there are moral rights of the author that, as a rule, are distinct in nature from economic rights. Understanding this difference is important for aligning expectations about what can actually be assigned.
Preventing is simpler than remedying
Regularizing ownership before or during the hiring is usually much simpler than trying to resolve the matter afterward, when the creation is already in use and the relationship with the provider may have changed. The absence of a clear clause is one of the frequent causes of disputes involving commissioned materials.
Each engagement has its own particularities - the type of work, the relationship with the provider, and the company's goals influence the appropriate way to structure the assignment. There is no single template that fits every case, and the effects depend on the drafting and the specific circumstances.
This content is for informational purposes only and does not constitute legal advice. Each case requires individual analysis by a qualified professional.
Frequently asked questions
If I paid for the creation, isn't it automatically mine?
Not always. Payment for the commission does not, in itself, imply the transfer of all the rights to the work. As a rule, it is the assignment clause that defines the extent of the rights transferred. The analysis depends on the case.
Does the assignment of rights transfer absolutely everything?
Not necessarily. Economic rights may be assigned according to what is agreed, but the author's moral rights are distinct in nature and, as a rule, are not transferred in the same way. This is why the drafting of the contract is essential.
Can old contracts without an assignment clause be corrected?
In many cases it is possible to formalize the assignment afterward, but this depends on the provider's consent and on the circumstances. For this reason, preventing at the time of hiring is usually safer. Technical guidance is recommended.
Need guidance on this topic?
This article is informational. For guidance on your specific case, talk to our team.