Hiring a Freelance Designer? Get the Rights in Writing First
Here's a question that stops founders cold: you hired a freelancer on Upwork, paid the invoice, got the files, launched the brand. Who owns the logo?
Quite possibly the freelancer.
Under U.S. copyright law, the person who creates a work owns the copyright in it from the moment it's created. Paying for the work is not the same as owning it. You bought a logo the way you buy a book: you own your copy, not the rights.
The law does have a built-in exception for employees. When the creator is your employee making the work within the scope of their job, the work-made-for-hire rules generally put ownership with the business automatically. But most founders don't use employees for design. They use independent contractors, and for contractors the default flips hard. A contractor's work only counts as a work made for hire in a short list of specific categories, and only when a written agreement signed by both sides says so before the work is done. A logo usually isn't even in those categories. Which means for most logo projects, what you actually need is a written assignment: a signed document in which the designer transfers the rights to you. The Copyright Office's own guidance walks through exactly this distinction.
No writing, no transfer. The deliverables folder in your inbox is, at best, some kind of implied license to use the logo. The ownership still sits with someone you may never talk to again, whose terms of service you clicked through without reading, on a platform whose default contract may or may not have handled it.
Why does this matter if nobody's fighting about it? Because the gap surfaces at the worst possible moments. When you file to register the logo as a trademark and need to stand behind the application. When you're selling the business and the buyer's lawyer asks for the chain of title on your brand assets, which they always do. When the logo shows up on a counterfeiter's product and you want to enforce rights you can't document. When the designer sees your success and decides their old invoice deserves a renegotiation. Every one of those conversations is cheap before the brand matters and expensive after.
Trademark adds its own wrinkle, and it's worth keeping the two systems straight. Trademark ownership flows from using the mark in commerce, so you, the brand owner, are normally the right owner of the trademark in your logo, not the designer. But copyright in the artwork and trademark rights in the brand are separate rights in the same image, and you want both pointing at you. A trademark registration built on artwork whose copyright belongs to someone else has a crack running through its foundation, and cracks get found.
Two modern wrinkles make the paper trail matter even more. First, platforms. If you hired through a freelance marketplace, the platform's standard terms may address IP transfer, or may not, and they change, and you agreed to whichever version existed that day without reading it. "The website probably handled it" is not a chain of title. Second, AI tools. The Copyright Office's position is that copyright requires human authorship, so artwork generated entirely by an AI tool may have no copyright for anyone to own or assign at all. That's a different problem than the contractor problem, but it lands in the same place: you may have less ownership of your brand assets than you assume, and you want to know that before the brand is worth something.
The fix is cheap and boring, which is the best kind of legal news. Before the work starts, sign an agreement with clear IP assignment language: the contractor assigns all rights in the deliverables to you, effective on final payment. If the work already happened, it's usually not too late. A short assignment document signed now can close the gap retroactively, and most designers sign without drama, because they never wanted your logo. They wanted the fee and the portfolio piece.
While you're putting ownership in writing, claim the practical things too: the source files. The editable, layered originals, the font licenses, the full exported set. Founders routinely own a logo in theory while holding only a small PNG in practice, and then pay a second designer to reconstruct what the first one made. Rights on paper plus files in hand is the complete win, and it's one sentence in the same agreement.
This applies well beyond logos, by the way. Product photos, website copy, brand guides, packaging illustrations, the jingle in your ads: anything a contractor made for your brand carries the same question. The answer should always be a piece of paper with a signature on it.
If you're about to hire a designer, or you just realized your brand's artwork has no paper trail, let's fix it before it's expensive. I draft contractor agreements with real assignment language for Florida businesses, and handle the trademark side nationwide. Details at citrus.legal/services, common questions at citrus.legal/faqs. Or book a free 15-minute discovery call at calendly.com/citruslegal/discovery-call. The free call is a get-to-know-you conversation, not legal advice.
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This article is general information, not legal advice. Reading it does not create an attorney-client relationship.