Can an agency claim ownership of my existing portfolio work?

No. Under copyright law, you retain ownership of work created before a contract is signed unless you explicitly assign those rights in a written agreement.

What is a 'Work for Hire' clause?

A 'Work for Hire' clause is a legal provision that transfers copyright ownership of work created during the term of an agreement from the freelancer to the hiring agency.

How can I protect my pre-existing IP?

Include a 'Background IP' clause in your contract that explicitly lists your pre-existing work and excludes it from the assignment of rights to the agency.

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 pre-contract freelance portfolio work?

No, an agency cannot legally claim ownership of your pre-contract freelance portfolio work. Under copyright law, you retain full ownership of all intellectual property created prior to the execution of a contract. Any attempt by an agency to claim such work must be explicitly agreed to in writing.

The Legal Foundation of IP Ownership

In the United States, the Copyright Act of 1976 establishes that the creator of a work is the initial owner of the copyright. This ownership remains with the freelancer unless it is transferred through a written instrument signed by the owner. An agency cannot retroactively claim ownership of your portfolio simply by hiring you for a new project.

The 'Work for Hire' Misconception

Many agencies include broad 'Work for Hire' clauses in their master service agreements (MSAs). These clauses typically state that all work created during the term of the agreement belongs to the agency. However, these clauses do not apply to work created before the agreement was signed. If an agency attempts to claim your portfolio, they are likely overreaching or misinterpreting the scope of the 'Work for Hire' doctrine.

Key takeaway: A 'Work for Hire' clause only governs work produced under the scope of the current contract. It has no legal standing regarding your pre-existing portfolio assets.

Action Item: Review your current contract for any language that mentions 'all work created by the contractor' without a temporal limitation. If you find such language, request an amendment to specify that it only applies to work created after the effective date.

Identifying Red Flags in Agency Contracts

Agencies often use boilerplate contracts that are designed to be as broad as possible. You must be vigilant for specific language that attempts to seize your intellectual property rights.

Broad Assignment Clauses: Language stating you assign 'all intellectual property created by the contractor' without specifying a timeframe.
Perpetual Rights: Clauses that claim ownership of 'all materials provided to the agency,' which could be interpreted to include your portfolio samples.
Lack of 'Background IP' Definitions: The absence of a section defining what constitutes your pre-existing work.
Indemnification Overreach: Requirements that you indemnify the agency for any IP claims, even those related to your own pre-existing work.

Clause Type	Risk Level	Recommended Action
Work for Hire	High	Limit to 'Deliverables' only
Assignment of Rights	Critical	Exclude Background IP
Background IP	Low	Explicitly define and list
Non-Compete	Medium	Ensure it doesn't restrict portfolio use

Action Item: Create a 'Background IP' schedule—a simple appendix to your contract—that lists your portfolio pieces by name or URL, explicitly stating that these remain your sole property.

How to Protect Your Portfolio Legally

Protecting your work requires proactive contract management. You should never sign an agreement that does not clearly distinguish between 'Deliverables' (the work you are being paid to create) and 'Background IP' (the work you already own).

Define Deliverables: Clearly state that the agency only owns the specific work created for the current project.
Include a Background IP Clause: Add a provision stating: 'Contractor retains all right, title, and interest in and to all pre-existing intellectual property, including but not limited to portfolio samples.'
Limit the Scope: Ensure the contract defines the 'Term' of the agreement clearly, so the agency's rights are tied only to that specific timeframe.
Retain Usage Rights: Include a clause that grants you a non-exclusive, perpetual, royalty-free license to display your work in your portfolio, even if the agency owns the copyright to the final deliverable.

Key takeaway: Always maintain a 'Portfolio License' clause. Even if you assign copyright for a specific project, you must retain the right to showcase that work in your professional portfolio.

Action Item: Before signing, ask the agency to confirm in writing that your portfolio remains your property and that you have the right to display it for marketing purposes.

Jurisdictional Considerations

While copyright law is largely federal in the U.S., contract law is governed by state statutes. In states like California, there are strict protections for independent contractors. For instance, California Labor Code Section 2870 limits an employer's ability to claim ownership of inventions created by an employee on their own time. While this applies to employees, courts often look to the spirit of these laws when interpreting freelance contracts to prevent unconscionable IP grabs.

Action Item: Check the 'Governing Law' section of your contract. If the contract is governed by a state with strong contractor protections, you have more leverage to push back against aggressive IP clauses.

TermScore can automatically analyze your freelance contracts to identify aggressive 'Work for Hire' clauses and missing 'Background IP' protections, ensuring your portfolio remains yours before you sign on the dotted line.