The intellectual property created by freelancers and contractors is one of the most commonly misunderstood areas of IP law for small businesses. The short version: unless your contract says otherwise, the freelancer owns it. Here is how to make sure the IP ends up where it belongs.
The Default Position Under UK Law
Under the Copyright, Designs and Patents Act 1988, copyright in a work is owned by its creator. The exception is works created by an employee in the course of their employment — those belong to the employer. A freelancer or contractor is not an employee. They are self-employed.
The IP in work they create for you — your website, your logo, your marketing materials, your software, your photography — belongs to them, unless your contract includes an express assignment to you. This surprises many business owners. You paid for the work. You gave the brief. You approved the output. But without an assignment clause, you have bought a licence to use the work — not ownership of it.
What "Owning" the IP Actually Means
Ownership of IP matters in a number of situations:
- Selling the business. A buyer's due diligence will identify IP not owned by the company. It affects value and can delay or derail a deal.
- Registering a trade mark. You can only register a trade mark you own. If a designer created your logo and owns the copyright, you technically need their consent to register it.
- Preventing the freelancer from using it elsewhere. If you do not own the IP, the freelancer may be free to use the work — or derivatives of it — for other clients.
- Licensing your IP. You cannot licence IP you do not own.
What Your Contracts Should Say
Every contract with a freelancer or contractor who creates work for you should include:
- An IP assignment clause — all intellectual property created in connection with the services, including copyright, design rights, and any other rights, is assigned to the client on creation (or, to be safe, on payment in full).
- A moral rights waiver — authors of copyright works have moral rights, including the right to be identified as the author. A waiver prevents the freelancer from asserting these rights in relation to your use of the work.
- A warranty — the freelancer warrants that the work is original, does not infringe third-party rights, and that they have the right to assign the IP.
- Background IP — if the freelancer uses their own existing tools, templates, or code libraries in creating your work, the contract should confirm that you have a licence to use the background IP as part of the delivered work, even if you do not own it outright.
Dealing With Existing Relationships
If you have been working with freelancers for some time without proper IP assignment clauses, you may have a gap in your IP ownership. This is particularly common with:
- Website developers who built your site and own the underlying code
- Graphic designers who created your logo or brand assets
- Copywriters who own the text on your website
An IP audit will identify these gaps. In many cases, it is possible to obtain a retrospective assignment from the freelancer — particularly if the relationship is ongoing and they have a commercial incentive to maintain it.
Bonsai Law helps businesses across the UK secure ownership of the IP they have paid for — through proper contracts and, where there are gaps, retrospective assignments. An IP audit is the place to start.
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