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

No. An agency cannot retroactively claim ownership of intellectual property created before your contract began unless you explicitly agree to assign those rights in a written contract.

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 creator to the agency.

How do I protect my background IP?

You must include a 'Background IP' or 'Pre-existing Intellectual Property' clause that explicitly excludes your prior work from the assignment of rights.

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. One-time purchases are also available: a single score for $5 or a 5-pack for $15, with no subscription required.

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 force me to sign over copyright for work I did before we started working together?

No, an agency cannot legally force you to sign over copyright for work created before your engagement. Intellectual property rights vest in the creator at the moment of creation. Any transfer of these rights requires your explicit, written consent, typically through an assignment clause in a contract.

Understanding Intellectual Property Ownership

In the United States, under the Copyright Act of 1976, the author of a work is the initial owner of the copyright. When you enter into a contract with an agency, they may attempt to include broad language that claims ownership of 'all work product.' Without specific carve-outs, this language can be dangerously ambiguous.

The Danger of 'Work Made for Hire'

Agencies often use 'Work Made for Hire' (WMFH) language to ensure they own the deliverables. While this is standard for new work, it should never apply to your portfolio or pre-existing assets. If a contract lacks a definition of 'Deliverables' or 'Work Product,' the agency might argue that everything you provide during the term of the contract is subject to their ownership.

Key takeaway: Always define 'Deliverables' strictly within your contract to ensure they only encompass work created specifically for the agency during the term of the agreement.

Action Item: Review your contract for a 'Definitions' section. If 'Work Product' is defined as 'all materials provided by the Contractor,' demand that it be narrowed to 'all materials created specifically for the Client under this Agreement.'

How to Protect Your Pre-existing IP

To prevent an agency from claiming your past work, you must establish a clear distinction between 'Background IP' and 'Foreground IP.' Background IP refers to the tools, templates, code, or designs you owned before the contract started.

Essential Contract Clauses

Background IP Exclusion: A clause stating that you retain all rights to pre-existing materials.
License Grant: Instead of assigning ownership, grant the agency a non-exclusive, perpetual, royalty-free license to use your pre-existing work only as incorporated into the final deliverables.
Survival Clause: Ensure that the ownership provisions survive the termination of the contract so your rights remain protected after the project ends.

Clause Type	Purpose	Risk Level
Assignment of Rights	Transfers ownership to agency	High (if not limited)
Background IP Exclusion	Protects your prior work	Low (Essential)
Non-Exclusive License	Allows agency use without ownership	Medium

Action Item: Add an 'Exhibit A' to your contract that lists your pre-existing assets, such as specific software libraries, design templates, or proprietary methodologies, explicitly stating they remain your sole property.

Identifying Red Flags in Agency Contracts

Agencies often use boilerplate contracts that are heavily skewed in their favor. Watch for these specific red flags that indicate an attempt to overreach your intellectual property rights:

'Entirety' Clauses: Language stating the contract covers 'all work provided by the contractor, regardless of when created.'
Broad Indemnification: Clauses requiring you to indemnify the agency for IP infringement on work you didn't even create for them.
Lack of 'Carve-outs': The absence of any mention of pre-existing materials or background technology.
'Perpetual and Irrevocable' Assignment: Language that attempts to strip you of all rights forever, even for your own internal tools.

Key takeaway: If a contract contains an 'Entirety' clause without an exclusion for pre-existing work, do not sign it without a formal amendment or an attached schedule of excluded IP.

Action Item: If you spot these red flags, send a redlined version of the contract back to the agency with a note stating: 'I am happy to assign rights to the new deliverables, but I must retain ownership of my pre-existing background IP.'

The Legal Reality of Enforcement

If an agency attempts to sue you for copyright ownership of your pre-existing work, they must prove that you signed a valid, written assignment agreement. Verbal agreements or implied 'work for hire' status do not hold up for work created before the professional relationship existed. However, defending your rights in court is expensive and time-consuming. Prevention through clear contract language is your best defense.

Audit your current contracts for broad assignment language.
Create a standard 'Background IP' addendum to attach to all future agreements.
Never sign a contract that does not explicitly define the scope of the work being assigned.

TermScore can automatically analyze your contracts to identify overreaching intellectual property clauses and suggest specific language to protect your pre-existing work, ensuring you never accidentally sign away your rights.