Can an agency claim ownership of my pre-existing portfolio work?

No. Under standard copyright law, you retain ownership of work created before the contract start date unless you explicitly assign those rights in a written agreement.

What is a 'Work Made for Hire' clause?

A 'Work Made for Hire' clause is a legal provision where the hiring party is considered the legal author of the work, transferring all copyright ownership from the freelancer to the agency.

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

Include a 'Background IP' clause that explicitly lists your pre-existing work and states that you retain full ownership, granting the agency only a limited license to use it.

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 claim ownership of freelance portfolio work created before the contract start date?

No. An agency cannot legally claim ownership of your pre-existing portfolio work unless you explicitly transfer those rights in a signed contract. Copyright law vests ownership in the creator at the moment of creation; a new contract cannot retroactively seize intellectual property without clear, written assignment.

The Legal Foundation of IP Ownership

In the United States, the Copyright Act of 1976 establishes that the author of a work is the initial owner of the copyright. When you create a design, code, or written piece before entering an agency relationship, that work is your 'Background IP.' An agency's attempt to claim this work often stems from overly broad 'Work Made for Hire' (WMFH) clauses or 'Assignment of Inventions' provisions.

The Danger of Overly Broad Assignment Clauses

Many standard agency contracts include 'all-encompassing' language. If a contract states that 'all work created by the Contractor, whether before or during the term, is the property of the Agency,' you are at risk. While courts often interpret these clauses narrowly, relying on a judge to protect you is a costly legal strategy.

Key takeaway: Never sign a contract that defines 'Work Product' to include anything created prior to the Effective Date without an explicit carve-out for your Background IP.

Action Item: Review your current contract for the definition of 'Deliverables' or 'Work Product.' If it does not explicitly exclude pre-existing materials, you must request an amendment.

Comparing Ownership Models

Ownership Type	Who Owns the IP?	Risk Level for Freelancers
Work Made for Hire	Agency	High (Total loss of rights)
Exclusive Assignment	Agency	High (Total loss of rights)
Limited License	Freelancer	Low (Retain ownership)
Background IP Carve-out	Freelancer	Very Low (Protects portfolio)

How to Protect Your Portfolio

To ensure your pre-existing work remains yours, you must implement specific contractual safeguards. Do not rely on verbal assurances from agency recruiters; if it is not in the document, it is not enforceable.

1. Define Background IP

Create an exhibit or an appendix to your contract titled 'Background IP.' List every project, asset, or code library you intend to use that was created before the contract start date. State clearly that you retain all rights to these items.

2. Grant a Limited License

Instead of assigning ownership, grant the agency a 'non-exclusive, royalty-free, perpetual, worldwide license' to use your Background IP solely for the purpose of the project. This allows them to use your work without owning it.

3. Use an 'Assignment of Deliverables' Clause

Ensure the assignment clause is limited to 'New Work Product' created specifically for the agency during the term of the agreement. This creates a clear temporal boundary.

Identify all pre-existing assets.
Draft a 'Background IP' schedule.
Insert a clause stating: 'Contractor retains all right, title, and interest in Background IP.'
Ensure the 'Work Made for Hire' clause is restricted to work created 'under this Agreement.'

Action Item: Create a standard 'Background IP' template that you attach to every contract you sign. This standardizes your protection across all clients.

Red Flags in Agency Contracts

Watch for these specific phrases that indicate an agency is attempting to overreach into your pre-existing portfolio:

'All work performed by Contractor at any time.'
'Any and all intellectual property, regardless of when created.'
'The Agency shall own all rights to any materials used in the performance of services.'
'Contractor hereby assigns all past, present, and future rights in all creative output.'

Key takeaway: If a contract uses the word 'all' without a temporal limitation, it is likely an attempt to claim your entire career history. Strike this language immediately.

Action Item: If you encounter these red flags, send a counter-proposal adding the phrase: '...excluding any pre-existing intellectual property owned by the Contractor prior to the Effective Date.'

Leveraging AI for Contract Security

Manually auditing every clause in a complex agency agreement is prone to human error. TermScore uses advanced AI to instantly scan your contracts for overreaching IP clauses, 'Work Made for Hire' traps, and missing Background IP protections. By identifying these risks before you sign, TermScore ensures your portfolio remains your most valuable asset, allowing you to focus on your creative work rather than legal disputes.