How to Protect Your Intellectual Property Rights when Working with a Freelancer
Your intellectual property rights are an important, yet sometimes overlooked asset of your business. Any original work like a photograph, written content, video content, or event audio content is protected by copyright law. Your business name, logo, tagline, and even product or program names may be protectable under trademark law. You may also have patentable designs or inventions, along with trade secrets that give your business a competitive edge.
However, in cases where you need to hire a freelancer, you may wonder how to protect your intellectual property rights over content created by a freelancer working with your business, and how to protect trade secrets and proprietary information within your business that freelancers may have access to.
Create a Solid Contract
Before you allow a freelancer to work on any project for your business, they should sign a contract that clearly establishes the terms of your relationship and sets forth provisions to protect your intellectual property rights. If you fail to address important issues like intellectual property ownership, retention of rights, and confidentiality, you are opening yourself up for arguments, disputes, or even a lawsuit.
Particularly if your freelancer will be creating content for your business, it is important to address in your contract whether rights to that content will be transferred from the freelancer, the creator or author, to your business. Unfortunately, the law always defaults to the original creator of the intellectual property, which in this case may be the freelancer, even if your company has paid them for the original work that your company is using. Ultimately, you need a contract to transfer and assign rights to any intellectual property you pay a freelancer to create for your company.
Items to Include in the Contract
There are several provisions you must include in your contracts with freelancers if they will be creating content for your business and you intend to own the rights to the content they create. It is also important to make sure that the freelancer does not share proprietary information belonging to your business with others.
- Non-Disclosure Clause. This clause will prohibit a freelancer from disclosing to any third-party specific information you detail in this section, which may include the details of the projects they work on, information about how your business runs internally, and other proprietary information.
- Retained Rights. To the extent that you provide the freelancer with content belonging to your business for their use in completing a project, you should include a clause stating that your business will retain rights to any content that originally belonged to or was created by your business.
- Assignment of Intellectual Property. Under copyright law, rights to content are held by their creator. Even under a work-for-hire exception, there are specific requirements that must be fulfilled for the law to regard your business as the owner of the content produced by a freelancer. The agreement must be in writing and the content itself must fall under certain categories of content protected under the work-for-hire exception. If the content produced by your freelancer does not fall into one of these categories, the only way to ensure that your business will be the rights holder to the content is to include a clause by which the freelancer expressly assigns and transfers the rights to your business. It is best practice to have a signed agreement that clearly states all rights transfer to your business – not only as to copyrights but as to trademarks, patents, and trade secrets as well.
These clauses should be included in a signed contract by both parties.
Contact an Experienced Intellectual Property Attorney
Before you hire a freelancer, it is imperative that you draft a strong contract and have all parties sign it. For guidance about how to protect your intellectual property rights while working with freelancers, contact the experienced intellectual property lawyers in Orange County at The Myers Law Group today.