What is a 'Work Made for Hire' clause?

A 'Work Made for Hire' clause is a legal provision stating that any work created during the term of the contract is owned by the hiring party, not the creator. It effectively strips the freelancer of copyright ownership.

How can I protect my pre-existing IP in a contract?

You must include a 'Background IP' or 'Pre-existing Intellectual Property' clause that explicitly excludes your prior work from the assignment of rights. Always attach a schedule or exhibit listing your pre-existing assets.

A TermScore is an AI-generated risk rating from 0 to 100 that evaluates the fairness and risk level of any legal document. A score of 86-100 means the contract is highly favorable, while 0-30 indicates dangerous terms you should walk away from.

What types of documents can TermScore analyze?

TermScore analyzes any legal document including freelance contracts, employment agreements, residential leases, NDAs, brand sponsorship deals, SaaS vendor agreements, and rental applications. Upload PDFs, Word documents, or images.

How much does TermScore cost?

TermScore offers a free plan with 3 scores per month. The Team plan is $15/month for 30 scores, and the Professional plan is $50/month for 500 scores with team collaboration features.

Is my document data secure?

Yes. Documents are processed in memory and analysis results are stored encrypted. TermScore never shares your document data with third parties and you can delete your data at any time from your dashboard.

Can an agency legally demand ownership of freelance work created before the contract start date?

No. An agency cannot legally claim ownership of work created before the contract start date unless you explicitly assign those rights in writing. Pre-existing intellectual property remains your sole property by default under copyright law, as it was not created within the scope of the current engagement.

The Legal Reality of Pre-existing IP

Intellectual property (IP) law operates on the principle that the creator owns the copyright at the moment of creation. When you sign a contract, you are entering into a new legal relationship. Unless the contract contains specific language that retroactively assigns rights to past work, the agency has no claim to your portfolio, tools, or previous projects.

The Danger of Overbroad Assignment Clauses

Many agencies use standard templates containing "Work Made for Hire" or "Assignment of Rights" clauses that are drafted far too broadly. These clauses often state that "all work created by the Contractor, whether before or during the term, shall be the sole property of the Agency." If you sign this, you are effectively gifting your past work to the agency.

Key takeaway: Never sign a contract that defines "Work Product" or "Deliverables" without explicitly excluding your "Background IP" or "Pre-existing Materials."

Action Item: Audit your current contracts for the definition of "Work Product." If it does not explicitly exclude pre-existing materials, you must request an amendment.

Identifying Red Flags in Contract Language

Agencies often hide ownership grabs in dense legal jargon. You must scan for specific phrases that signal an attempt to seize your past work. Use the following table to identify high-risk language.

Clause Type	Risk Level	What to Look For
Work Made for Hire	Critical	"All works created by Contractor at any time..."
Assignment of Rights	High	"Assignment of all past, present, and future IP..."
Broad Definitions	Medium	"Deliverables include all materials provided..."

How to Protect Your Assets

To ensure your pre-existing work remains yours, you must implement a formal "Background IP" carve-out. This is a standard practice in professional services agreements.

Define Background IP: Create a specific section in the contract that defines "Background IP" as any intellectual property created prior to the Effective Date.
Include an Exhibit: Attach an "Exhibit A" to the contract that lists your existing assets, software, or methodologies.
Grant a License, Not Ownership: If the agency needs to use your pre-existing work to complete the project, grant them a "non-exclusive, royalty-free, perpetual license" to use it, rather than assigning them ownership.

Action Item: Draft a "Background IP Schedule" and insist it be attached to any contract involving your proprietary tools or templates.

The "Work Made for Hire" Trap

Under the U.S. Copyright Act, "Work Made for Hire" applies only to employees or specific commissioned works. Freelancers are generally independent contractors. However, if you sign a contract that classifies your work as "Work Made for Hire," you are legally waiving your status as the author. This is a permanent transfer of rights that cannot be easily undone.

Review the "Ownership of Work Product" section.
Strike any language that references "Work Made for Hire" if you are an independent contractor.
Ensure the contract specifies that you retain ownership of all "tools, methodologies, and pre-existing code."

Key takeaway: If an agency insists on owning your pre-existing work, they are effectively asking for a buyout of your business assets. Ensure you are compensated accordingly if you choose to agree to such terms.

Action Item: If you see "Work Made for Hire" in your contract, consult with a legal professional or use an AI analysis tool to determine if it is appropriate for your specific engagement.

Final Steps for Contract Security

Protecting your IP is not just about avoiding bad clauses; it is about proactive documentation. Keep a dated log of your work, maintain a repository of your pre-existing code or designs, and always ensure your contracts contain a "Survival" clause that confirms your ownership rights persist even after the contract ends.

TermScore can automatically analyze your contracts to identify overbroad assignment clauses, missing Background IP carve-outs, and "Work Made for Hire" traps. By uploading your agreement to TermScore, you get an instant, plain-English breakdown of your ownership risks, ensuring you never accidentally sign away your past work again.