What is a 'Work Made for Hire' clause?

A 'Work Made for Hire' clause designates the hiring party as the legal author and copyright owner of the work. Under the U.S. Copyright Act, this typically applies only to employees or specific commissioned works, but agencies often use it to claim ownership of all deliverables.

How do I protect my pre-existing IP?

You must include a 'Background IP' or 'Pre-existing Materials' clause in your contract. This explicitly lists the work you created before the engagement and grants the agency a limited license to use it, rather than transferring full ownership.

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 force me to sign over copyright for work done before the contract?

No. An agency cannot retroactively claim ownership of work created before a contract exists unless you explicitly agree to assign those rights. Without a clear, written assignment clause covering pre-existing materials, you retain full copyright ownership of all work produced prior to the agreement. Any attempt to force such a transfer after the fact is legally unenforceable without your express, written consent.

Key takeaway: Silence in a contract does not grant the agency rights to your past work. If the contract does not explicitly mention pre-existing materials, your ownership remains intact.

Understanding Intellectual Property Ownership

In the United States, copyright is automatically vested in the creator the moment a work is fixed in a tangible medium. When you enter a contract, you are essentially negotiating the transfer of those rights. Agencies often use broad language to capture all deliverables, but this should never extend to your "Background IP"—the tools, templates, and assets you developed before the relationship began.

The Danger of Overbroad Assignment Clauses

Many standard agency contracts contain "Work Made for Hire" or "Assignment of Rights" clauses that are drafted to be as inclusive as possible. If you sign a contract that states, "All work created by Contractor for Client, whether before or after the Effective Date, shall be the sole property of Client," you have effectively signed away your past work.

Check for "Effective Date" language: Ensure the assignment only applies to work created *after* the contract start date.
Watch for "All-encompassing" definitions: Avoid clauses that define "Deliverables" to include any materials provided by the contractor.
Identify "Background IP" exclusions: Always ensure your pre-existing assets are explicitly carved out of the assignment.

Action Item: Review your current contract for the definition of "Deliverables." If it includes "all work product provided," strike that language and replace it with "all work product created specifically for this project under this agreement."

Comparing Ownership Models

Model	Ownership Status	Best For
Work Made for Hire	Client owns everything immediately	Custom, one-off projects
License to Use	Creator retains ownership; Client gets usage rights	Templates, software, and stock assets
Assignment of Rights	Creator transfers ownership upon payment	Bespoke creative work

How to Protect Your Pre-existing Assets

To prevent an agency from claiming your past work, you must be proactive during the negotiation phase. You do not need to be a lawyer to implement these safeguards.

Create an Exhibit A: Attach a document to your contract titled "Pre-existing Materials" or "Background IP." List every template, code library, or design asset you intend to use that you created before the contract.
Grant a Limited License: Instead of assigning copyright, grant the agency a "non-exclusive, perpetual, royalty-free license" to use your pre-existing materials solely for the purpose of the project.
Define the Scope: Clearly state that the agency’s rights are limited to the final deliverables and do not extend to your underlying tools or methodologies.

Key takeaway: Never assign copyright to your "tools of the trade." If you give away your source files or templates, you lose your ability to reuse them for other clients.

Red Flags in Agency Contracts

If you see any of the following, pause the signing process immediately:

"All rights in perpetuity throughout the universe": This is standard but dangerous if it applies to your pre-existing work.
"Moral Rights Waiver": This prevents you from claiming authorship or preventing modifications to your work.
"Indemnification for Pre-existing Work": If the agency asks you to indemnify them for work you did before the contract, they are trying to shift liability for your own assets onto you.

Action Item: If you encounter these clauses, request a "Carve-out" clause. A carve-out explicitly states: "Notwithstanding anything to the contrary, Contractor retains all right, title, and interest in and to all pre-existing materials, tools, and methodologies."

Leveraging Technology for Contract Safety

Manually reviewing legal documents for hidden assignment clauses is time-consuming and prone to human error. TermScore uses advanced AI to instantly scan your contracts, identifying overbroad assignment language and flagging missing "Background IP" protections. By using TermScore, you can ensure your intellectual property remains yours before you ever sign on the dotted line.