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.

Who owns the intellectual property if a contract is silent on assignment?

In the absence of a written assignment clause, the freelancer generally retains ownership of the intellectual property. The hiring party receives only an implied, non-exclusive license to use the work for its intended purpose.

What is the 'Work Made for Hire' doctrine?

Under the U.S. Copyright Act, 'Work Made for Hire' only applies to employees acting within the scope of their employment or specific categories of commissioned work. Freelancers are rarely considered employees, meaning they own their work unless a written contract explicitly states otherwise.

How can I ensure I own the work I pay for?

You must include a clear 'Assignment of Intellectual Property' clause in your freelance agreements. This clause should explicitly state that the work is a 'work made for hire' and that the freelancer assigns all rights, title, and interest to the hiring party.

Who owns the work if a freelance contract lacks an intellectual property assignment clause?

Who Owns the Work Without an IP Assignment Clause?

If a freelance contract lacks an intellectual property (IP) assignment clause, the freelancer—not the hiring party—retains full ownership of the work created. The hiring party typically receives only an implied, non-exclusive license to use the work for the specific purpose for which it was commissioned.

The Legal Reality of Freelance IP

Many businesses operate under the mistaken belief that paying for a service automatically transfers ownership of the resulting output. Legally, this is incorrect. In the United States, the Copyright Act of 1976 establishes that the author of a work is the creator. For a hiring party to own the work, there must be a written agreement transferring those rights.

The 'Work Made for Hire' Trap

The "Work Made for Hire" doctrine is frequently misunderstood. Under 17 U.S.C. § 101, a work is only considered a "work made for hire" if it is created by an employee within the scope of their employment. Because freelancers are independent contractors, they do not fall under this definition unless the work falls into one of nine specific categories (such as a contribution to a collective work or a supplementary work) and is explicitly agreed upon in writing.

Key takeaway: Never assume that payment equals ownership. Without a written assignment clause, you are merely a licensee, not an owner.

Action Item: Audit your current freelance templates. If they do not contain a section titled "Assignment of Rights" or "Intellectual Property Ownership," they are insufficient to protect your business assets.

Risks of Missing Assignment Clauses

Operating without a clear assignment clause creates significant operational and legal risks. If the freelancer retains ownership, they technically hold the right to license the same work to your competitors or even sue you for copyright infringement if you use the work in ways not originally contemplated.

Risk Factor	Impact on Hiring Party
Copyright Ownership	Freelancer retains rights; you only have a limited license.
Derivative Works	You may be prohibited from modifying or updating the work.
Competitive Threat	Freelancer can legally sell the same work to your rivals.
Exit/M&A Due Diligence	Investors may devalue your company due to unclear IP chains of title.

What Should an Assignment Clause Include?

To ensure full ownership, your contracts must be explicit. A robust clause should cover the following:

Present Assignment: Use language like "hereby assigns" rather than "agrees to assign" to ensure the transfer happens automatically upon creation.
Scope: Include all rights, title, and interest, including worldwide copyright, moral rights (where applicable), and patent rights.
Work Made for Hire: Explicitly state that the work is intended to be a "work made for hire" to provide a secondary layer of protection.
Waiver of Moral Rights: Ensure the freelancer waives any "moral rights" (such as the right of attribution) that could prevent you from editing the work.

Action Item: Review your contracts to ensure they use "present tense" assignment language. If your contract says "the freelancer will assign," it is a promise to assign in the future, which is legally weaker than an immediate transfer.

How to Rectify Missing IP Clauses

If you have already commissioned work without an assignment clause, you are not necessarily out of luck, but you must act quickly to secure your rights.

Identify the Gap: Review all active and past freelance agreements to identify which lack assignment language.
Draft an Amendment: Prepare a simple "IP Assignment Amendment" that retroactively assigns all rights to the hiring party.
Provide Consideration: In many jurisdictions, a contract modification requires "consideration" (something of value). You may need to offer a small payment or other benefit to the freelancer in exchange for signing the amendment.
Execute and Archive: Have both parties sign the amendment and store it with the original contract.

Key takeaway: Retroactive assignment is better than no assignment. Secure a signed amendment as soon as you identify a missing clause.

Action Item: Create a standard "IP Assignment Amendment" template today so you are prepared to address these gaps immediately when they are discovered.

Automating Your IP Protection

Manually reviewing every freelance contract for specific IP assignment language is time-consuming and prone to human error. TermScore uses advanced AI to instantly analyze your contracts, flagging missing or weak intellectual property clauses before you sign. By integrating TermScore into your workflow, you ensure that your company’s most valuable assets remain firmly in your control, not your contractors', hands.