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

No. Under standard copyright law, you retain ownership of work created before the contract unless you explicitly assign those rights in writing.

What is a 'Work Made for Hire' clause?

A Work Made for Hire clause legally transfers ownership of new creations to the employer, but it does not retroactively apply to past work.

How do I protect my portfolio in a contract?

Include a 'Background IP' or 'Pre-existing Intellectual Property' clause that explicitly excludes your portfolio from the agency's ownership claims.

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 my portfolio work created before the contract?

No, an agency cannot legally claim ownership of your portfolio work created before the contract unless you explicitly sign away those rights. Intellectual property law protects your pre-existing work as 'Background IP.' Any attempt by an agency to claim it requires a specific, written assignment of rights.

Understanding Intellectual Property Ownership

In the United States, the Copyright Act of 1976 dictates that the creator of a work is the initial owner. When you enter an employment or contractor agreement, you are only transferring rights to the work you produce during the term of that agreement. Pre-existing work is legally distinct from 'Work Made for Hire' (WMFH).

The Distinction Between New and Pre-existing IP

Work Made for Hire: Applies only to work created within the scope of your employment or contract.
Background IP: Includes all assets, code, designs, or methodologies created prior to the effective date of the contract.
Assignment of Rights: A legal transfer of ownership that must be clearly defined; it is never assumed by default.

Key takeaway: Never sign a contract that defines 'Work Product' broadly without excluding your pre-existing portfolio. If the definition includes 'all work created by the contractor,' you are inadvertently assigning your past work to the agency.

Action Item: Audit your current contract for the definition of 'Deliverables' or 'Work Product.' If it lacks a carve-out for pre-existing work, you must request an amendment.

Red Flags in Agency Contracts

Agencies often use boilerplate templates that are intentionally broad to protect their own interests. You must identify these clauses before signing.

Clause Type	Risk Level	Why it is Dangerous
All-Encompassing Assignment	Critical	Claims ownership of everything you have ever created.
Broad 'Work Product' Definition	High	Includes 'all materials provided by contractor' without date limits.
Indemnification for IP	Medium	Forces you to pay for legal fees if they are sued over your portfolio.

Common Contractual Traps

The 'All-Inclusive' Clause: Language stating that the agency owns 'all intellectual property developed by the contractor in connection with the services.'
Lack of 'Background IP' Schedule: Failing to attach an exhibit that lists your pre-existing work.
Perpetual License Grants: Granting the agency a 'perpetual, irrevocable, worldwide license' to use your past work.

Action Item: If you see the word 'all' in an assignment clause, immediately ask for a 'Background IP' exclusion clause to be added.

How to Protect Your Portfolio Legally

To ensure your past work remains yours, you must be proactive during the negotiation phase. You do not need to be a lawyer to request standard protective language.

Create a 'Background IP' Exhibit: Compile a list of your pre-existing work, including dates and descriptions.
Insert a Carve-Out Clause: Add language stating: 'Contractor retains all right, title, and interest in and to all pre-existing intellectual property, including but not limited to those items listed in Exhibit A.'
Limit the License: If the agency insists on using your portfolio for marketing, grant them a limited, non-exclusive, royalty-free license only for the duration of the contract.

Key takeaway: A 'non-exclusive' license is your best friend. It allows the agency to use your work for specific purposes without you losing your ownership rights.

Action Item: Before signing, create a PDF document titled 'Background IP' and attach it to your contract as an addendum.

Jurisdictional Nuances

While federal copyright law provides a baseline, state laws—particularly in California—offer additional protections for independent contractors. For example, California Labor Code Section 2870 limits an employer's ability to claim ownership of inventions created on your own time without using company resources. However, this does not automatically protect your portfolio; you must still ensure your contract explicitly excludes prior work.

Action Item: If you are in a state with strong contractor protections, mention this to the agency during negotiations to show you are informed about your rights.

Automate Your Contract Review

Manually scanning for these traps is prone to human error, and missing a single broad clause can cost you your entire career's worth of work. TermScore uses advanced AI to instantly scan your contracts for ownership risks, identifying 'Work Made for Hire' traps and missing 'Background IP' clauses in seconds. Ensure your portfolio remains yours by running your next contract through TermScore before you sign.