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

No. Intellectual property created before the start of a contract remains your sole property unless you explicitly assign those rights in a written agreement. Agencies cannot retroactively claim ownership of work produced prior to the effective date of your engagement.

What is a 'Background IP' clause?

A Background IP clause is a contract provision that defines and protects the intellectual property you owned before entering the agreement, ensuring it remains yours while granting the agency a limited license to use it for the project.

How do I protect my portfolio from agency overreach?

You protect your work by including a 'Pre-existing Intellectual Property' schedule in your contract, explicitly listing your prior work and stating that all rights to such work remain with you.

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 demand ownership of my portfolio work created before the contract?

No, an agency cannot legally claim ownership of your pre-existing portfolio work simply by hiring you. Intellectual property rights are tied to the date of creation and the specific terms of your contract. Unless you explicitly sign away your rights in a written agreement, your prior work remains yours.

The Legal Foundation of Ownership

Under U.S. Copyright Law (and similar frameworks in the UK, Canada, and the EU), the creator of a work is the initial owner of the copyright. When you enter an agency contract, the agreement typically covers 'Work Made for Hire' or 'Assignment of Rights' for work created during the term of the contract. It does not retroactively apply to your personal portfolio or past client projects.

The Danger of 'Work Made for Hire' Clauses

Agencies often use broad 'Work Made for Hire' language. If a contract is poorly drafted, it might state that 'all work produced by the Contractor' belongs to the Agency. Without a carve-out for pre-existing work, this creates a legal ambiguity that could lead to a dispute.

Key takeaway: Always ensure your contract contains a specific 'Background IP' or 'Pre-existing Intellectual Property' clause that explicitly excludes your portfolio from the assignment of rights.

Action Item: Review your current contract for any language that claims ownership of 'all work produced' without specifying a start date or project scope.

Identifying Red Flags in Agency Contracts

When reviewing a contract, look for these specific red flags that indicate an agency is attempting to overreach into your personal intellectual property:

Broad Assignment Clauses: Language that says 'all intellectual property created by the Contractor, whether before or during the term of this Agreement, shall be the sole property of the Agency.'
Lack of Definitions: The contract fails to define 'Work Product' or 'Deliverables,' leaving the term open to interpretation.
Perpetual Licenses: Clauses that demand an 'irrevocable, worldwide, royalty-free license' to use your entire portfolio for any purpose.
Non-Compete Overlap: Using non-compete clauses to effectively block you from using your own portfolio work for other clients.

Clause Type	Standard Practice	Red Flag
Assignment of Rights	Limited to project deliverables	Includes all past and future work
Background IP	Explicitly excluded/retained	Not mentioned or vaguely defined
License Grant	Limited to project scope	Perpetual, worldwide, and unrestricted

Action Item: If you see a 'Work Made for Hire' clause that lacks a start date, strike it out and replace it with: 'This assignment applies only to Deliverables created specifically for the Agency under this Agreement.'

How to Protect Your Portfolio

You must proactively manage your intellectual property rights before signing. Follow these steps to ensure your portfolio remains yours:

Create an IP Schedule: Attach an 'Exhibit A' to your contract that lists your pre-existing work, software, or designs.
Define the Scope: Clearly state that the agency is only purchasing rights to the specific deliverables created during the term.
Retain a License: If you must provide the agency with access to your prior work, grant them a 'non-exclusive, limited license' to use it only for the duration of the project.
Explicitly Exclude: Include a sentence stating: 'The Contractor retains all right, title, and interest in and to all pre-existing intellectual property.'

Key takeaway: Never sign a contract that does not distinguish between 'Deliverables' (what you are making for them) and 'Background IP' (what you already own).

Action Item: Create a simple document listing your core portfolio assets and reference it as 'Exhibit A' in your contract negotiations.

Jurisdictional Nuances

While the principle of ownership remains consistent in most common-law jurisdictions, the enforcement can vary. In California, for example, Labor Code Section 2870 provides specific protections for inventions created on your own time without using employer resources. However, this does not automatically protect creative designs or writing. Always consult with a local professional if you are dealing with high-value IP.

Automate Your Contract Review

Navigating these legal complexities can be overwhelming, but you don't have to do it alone. TermScore uses advanced AI to instantly scan your contracts for overreaching IP clauses, 'Work Made for Hire' traps, and missing 'Background IP' protections. Upload your agreement to TermScore today to ensure your portfolio remains yours before you sign away your rights.