What is a 'Work for Hire' agreement?

A 'Work for Hire' agreement is a legal arrangement where the client automatically owns the copyright to the work created from the moment of inception, regardless of whether the final invoice has been paid.

How can I protect my source files in future contracts?

Include a 'Retention of Title' or 'Conditional Ownership' clause that explicitly states that ownership of intellectual property and delivery of source files is contingent upon receipt of full payment.

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 I legally withhold source files if a client refuses to pay the final invoice?

You generally cannot withhold source files unless your contract explicitly grants you a 'lien' or 'retention of title' right. Without a specific clause, withholding files may constitute a breach of contract, potentially exposing you to damages for the client's lost business or project delays.

The Legal Reality of Withholding Deliverables

Many freelancers and agencies operate under the assumption that 'possession is nine-tenths of the law.' In contract law, this is rarely true. If you have signed a contract that defines the work as a 'Work for Hire,' the client may legally own the intellectual property the moment it is created, regardless of payment status. Withholding these files can be viewed as conversion (theft) or a material breach of your service agreement.

The Importance of Contractual Language

Your right to withhold deliverables is entirely dependent on the specific language in your agreement. You must look for clauses that link the transfer of ownership to the receipt of payment.

Retention of Title Clause: Explicitly states that ownership remains with the creator until full payment is received.
Conditional Delivery Clause: States that source files are only provided upon the final invoice being marked as 'Paid in Full.'
Work for Hire Clause: If this is present without a payment contingency, you likely have no legal right to withhold files.

Key takeaway: Never assume you have a right to hold files hostage. If your contract is silent on ownership transfer, you are likely in a weak legal position to withhold assets.

Comparison of Contractual Protections

Clause Type	Effect on Source Files	Risk Level
Work for Hire	Client owns immediately	High
Payment-Contingent Transfer	You retain ownership until paid	Low
Silent/No Clause	Ambiguous; often favors client	Medium

Steps to Take When a Client Refuses Payment

If you are currently facing a non-payment issue, follow this structured approach to mitigate your risk before taking drastic action.

Review the Contract: Identify if there is a 'Transfer of Ownership' section.
Send a Formal Notice: Issue a written demand for payment, citing the specific invoice number and the original due date.
Pause Future Work: If the contract allows, stop all ongoing work immediately to prevent further losses.
Consult Local Statutes: In some jurisdictions, you may have a 'mechanic's lien' equivalent for digital services, though this is rare.
Mediation or Small Claims: If the amount is significant, prepare to file a claim rather than engaging in self-help remedies like withholding files.

Risks of Withholding Files Without Legal Basis

If you withhold files without a clear contractual right, you risk being sued for 'breach of contract' or 'tortious interference.' If the client can prove that your refusal to hand over the files caused them to lose a contract or suffer financial damages, you could be held liable for those losses, which often exceed the value of the unpaid invoice.

When You Might Be Legally Justified

You are on firmer ground if the contract explicitly states that the transfer of intellectual property rights is contingent upon payment. In these cases, you are not 'withholding' the client's property; you are simply refusing to transfer property that you still legally own.

Practical Action Items

Audit your templates: Ensure every contract you send includes a 'Retention of Title' clause.
Define 'Source Files': Clearly distinguish between 'Deliverables' (the final product) and 'Source Files' (the raw assets) in your scope of work.
Use Milestones: Require payment at specific milestones so that you are never owed more than 20-30% of the total project value at the end.

TermScore can automatically analyze your existing contracts to identify missing 'Retention of Title' clauses and flag 'Work for Hire' language that puts your intellectual property at risk, ensuring you never have to guess your rights again.