Work Made for Hire Clause

Determines whether the hiring party owns qualifying copyrightable work from creation and adds an assignment for rights the doctrine does not cover.

Reviewed by GC AI Solutions Team•Updated August 2026

Definition

A work made for hire clause makes the hiring party, rather than the individual who created the work, the legal author and first owner of copyrightable output under U.S. copyright law. It runs through two routes in the Copyright Act under 17 U.S.C. § 101 (defining "work made for hire") and § 201(b) (vesting ownership in the employer or commissioning party): work prepared by an employee within the scope of employment, and certain specially ordered or commissioned works that both fall into one of nine enumerated categories and are designated as works made for hire in a signed writing. Because a contractor's work often falls outside those nine categories, a well-drafted clause pairs the work-made-for-hire designation with a present assignment of anything the doctrine does not capture. The clause fixes authorship at creation, which also controls the copyright term and whether later reversion rights apply.

Makes the hiring party the legal author and first owner of qualifying copyrightable work
Applies automatically to employees acting within the scope of employment
Reaches contractor work only when it is specially commissioned, fits a statutory category, and is designated in writing
Pairs the designation with a present assignment so non-qualifying work still transfers
Fixes authorship at creation, which controls the copyright term and reversion rights

Work made for hire is a copyright concept, so it does not transfer patents or rights in inventions, which still need a separate assignment.

What It Does

A work made for hire clause answers who the law treats as the author of what your people and contractors create. For an employee acting within the scope of employment, copyrightable work belongs to the company from the moment it is fixed, with no assignment required. For a contractor, the doctrine is narrower: the work qualifies as made for hire only if it is specially ordered or commissioned, fits one of the nine statutory categories, and is called a work made for hire in a signed agreement. Software code frequently sits outside those categories, so a designation alone can fail and leave the contractor owning the copyright. For in-house counsel, the safe construction is belt-and-suspenders: designate the work as made for hire where the law allows, and add a present assignment that catches everything else. The operative questions are whether the creator is an employee or a contractor, whether the work fits a statutory category, and whether a backup assignment is in place.

When You'll See It

The work made for hire clause is standard in employment agreements, independent contractor and consulting agreements, software and content development contracts, agency and creative services agreements, and freelance and commissioning deals. It does the most work in contractor and freelance relationships, where the default rule leaves copyright with the creator unless the contract moves it. In employment agreements it confirms what the law already presumes and closes gaps for work that brushes the edge of scope.

It matters most where the deliverable is creative or copyrightable output a business depends on: code, designs, marketing copy, training materials, and product content. The more the work is created by people outside the company's payroll, the more the clause and its backup assignment carry the ownership.

Examples

Arhaus, LLC / Consultant

Consulting AgreementSpecially-commissioned categories + backup assignmentOne-Sided2024

"the Work Product has been specially ordered and commissioned by Arhaus for a collective work, a supplementary work or other category of work eligible to be treated as a work made for hire under the United States Copyright Act […] To the extent that any Work Product is not properly characterized as a work made for hire, Consultant hereby assigns to Arhaus all rights, title and interest in such Work Product and Services, including but not limited to Copyrights and Patents, in perpetuity and throughout the world."

Source

Bath & Body Works, Inc. / Michael Wu

Confidentiality, Non-Competition and Intellectual Property AgreementEmployment work-made-for-hire + backup assignmentOne-Sided2023

"All Intellectual Property is either work made for hire for the Company within the meaning of the U.S. Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then I irrevocably assign all right, title and interest in and to the Intellectual Property to the Company, including all copyrights, patents, and/or trademarks."

Source

DHI Group, Inc. / Consultant

Work for Hire Consultant AgreementBackup present-assignment safety netOne-Sided2024

"To the extent that any such Inventions, under applicable law, may not be considered work made for hire by Consultant for DHI, Consultant agrees to assign and, upon its creation, automatically assigns to DHI the ownership of such material, including any copyright or other intellectual property rights in such materials, without the necessity of any further consideration."

Source

Negotiate

If you're the hiring party:

You want to own the work

Designate the work as a work made for hire where the statute allows, and name the relevant category for commissioned work.
Always add a present assignment (“hereby assigns”) as a backup for anything not properly a work made for hire.
Cover copyrights here, and add a separate invention assignment for patents, since work made for hire does not reach them.
Include a further-assurances duty so the creator helps perfect and register the rights.
Capture moral-rights waivers where applicable, so attribution and integrity rights do not limit your use.

If you're the creator:

You want to keep or limit what transfers

Limit the designation to deliverables actually commissioned and paid for.
Carve out your pre-existing tools, libraries, and general know-how, and license rather than assign them.
Resist a blanket assignment of unrelated inventions or background IP.
Tie the transfer to payment, so ownership moves only when you are paid.
Keep the right to reuse non-confidential skills and residual knowledge.

For a contractor, the backup assignment does the real work of securing ownership, so treat it as the main event and the work-made-for-hire label as the supporting layer.

Red Flags

A work-made-for-hire label on a contractor's software or other work that falls outside the statutory categories, with no backup assignment.
A designation with no present assignment, so non-qualifying work stays with the creator.
Reliance on work made for hire to capture patents or inventions, which it does not cover.
No signed writing for commissioned work, which the statute requires for the designation to hold.
No further-assurances or registration-cooperation duty, so the company cannot perfect the rights.

Work Made for Hire Clause FAQs

What is a work made for hire clause?

A provision making the hiring party the legal author and first owner of copyrightable work from creation, with a backup assignment for anything the doctrine does not reach.

What are the two types of work made for hire?

First, work prepared by an employee within the scope of employment. Second, certain specially ordered or commissioned works that fall into one of nine statutory categories and are designated as works made for hire in a signed writing.

Is a contractor's work automatically a work made for hire?

Usually not. A contractor's work qualifies only if it is specially commissioned, fits one of the nine statutory categories, and is designated in writing, so software and many other deliverables need a backup assignment to transfer.

Why do work made for hire clauses include an assignment?

Because the designation can fail for work outside the statutory categories. A present assignment catches anything not properly a work made for hire, so ownership transfers either way.

Does work made for hire cover patents?

No. Work made for hire is a copyright doctrine, so it does not transfer patents or rights in inventions. Those need a separate invention assignment.

What are the nine categories of specially commissioned works?

A contribution to a collective work, part of a motion picture or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, and an atlas.

Related Clauses

This content is for informational purposes only and does not constitute legal advice.