Intellectual Property Lawyers for Pittsburgh, Pennsylvania

Whether you need a Work For Hire Agreement really depends on the project and what both sides are trying to get out of it. You’re not automatically required to sign one, but saying yes or no to that clause can completely change who owns the work and what rights you’ll have moving forward. Just because a client calls something “work for hire” in a contract doesn’t mean it actually qualifies under the law, especially when it comes to freelance design work. Here’s the thing. Under U.S. copyright law, “work made for hire” is a specific exception to the general rule that the creator owns the work. For a freelance project to qualify, two conditions have to be met. First, both parties need to sign a written agreement that says the work is considered “made for hire.” Second, the type of work has to fall into one of nine defined categories under 17 U.S.C. § 101. These include things like contributions to collective works, audiovisual pieces, instructional texts, or compilations. The list is pretty narrow. Standard marketing materials, logos, brochures, or campaign graphics usually don’t make the cut. Courts take a strict approach here, so just checking a box in a contract doesn’t magically make it enforceable. If your project doesn’t meet both requirements, labeling it “work for hire” doesn’t hold legal weight. In that case, the default is that you, the designer, own the copyright unless there’s a separate written agreement transferring it to the client. That leads us to ownership. If there’s no valid Work For Hire clause and no assignment of rights, you retain full copyright. That gives you control over how the work is used beyond whatever license you’ve granted. So if you created a logo and the contract only licenses it for digital use, the client can’t later slap it on T-shirts or license it to a partner without getting your permission first. But if there is a valid Work For Hire clause or an explicit copyright assignment, then the client becomes the legal owner. That means they can use it, change it, resell it, or do whatever they want with it, without needing to pay you again or ask for further approval. You’d have no say over how the work is used, and unless the agreement gives you permission, you wouldn’t even be able to include it in your portfolio. If you want more flexibility, there are alternatives. You can structure the deal with a copyright assignment that still reserves certain rights for you. For example, you could keep the right to show the work in your portfolio or limit resale to direct competitors. Or you could stick with licensing. An exclusive license gives the client broad rights but you still own the work. A non-exclusive license is more limited and usually makes sense for templates or assets used with multiple clients. Portfolio rights, by the way, are often negotiable. Even in exclusive arrangements, you can add a clause that lets you show the work on your website, social profiles, or print materials. Just make sure it’s clearly spelled out. Some corporate clients won’t allow it at all unless it’s written into the agreement. From a practical standpoint, your decision should take into account how much you’re getting paid, how the work will be used, and whether you want to reuse or showcase it later. If you’re giving up all rights, price accordingly. Clients pushing for Work For Hire terms often just want clean, uncomplicated ownership, especially for branding or long-term use. But that doesn’t mean you can’t negotiate. You might agree to transfer ownership only after full payment is received. You might keep the right to use rejected drafts. You might even allow Work For Hire treatment for the final deliverables but retain some creative rights behind the scenes. Also, keep an eye out for boilerplate clauses. Some clients include Work For Hire language by default, not realizing their project doesn’t meet the legal standard. Just because it’s in the contract doesn’t make it enforceable. If the work doesn’t meet the criteria, the clause won’t hold unless there’s a separate valid assignment of rights. When in doubt, it’s smart to run the agreement by an attorney who understands copyright law and freelance creative work. Contracts Counsel connects you with attorneys who handle exactly this kind of issue.

Hello, I'd be glad to review the details of the trademark assignment and confirm it properly transfers ownership of your trademark. As a trademark attorney, I have helped clients in similar situations both draft trademark assignments and record them with the USPTO to ensure that the trademark reflects the right ownership information. I would be happy to have a brief free 15 minute consult call to learn more details and see how I can help. Thanks for your consideration. Best, Roman rvayner@vaynerlegal.com 414 628 9099 www.vaynerlegal.com

Since the user uploaded copyrighted material to your website without your knowledge, generally you will not be automatically liable under the DMCA “safe harbor” provision. As you have already removed the content, make sure that your site has a published DMCA policy and that you have registered your designated agent with the U.S. Copyright Office. Generally, if you have everything in place, most of these matters are resolved without ongoing liability. Feel free to reach out if you need guidance on setting up a policy and agent registration.

Invention Assignment Agreements usually require employees to hand over rights to any inventions they come up with during their employment. But things can get tricky when the agreement tries to claim ownership of something you created on your own time using your own resources. What’s Generally Enforceable Employers often write these agreements in broad terms, sometimes trying to cover anything you invent while you're employed, even if it’s unrelated to your job. Courts usually uphold fair agreements, but they’ll look closely at anything that seems to overreach. Most states try to strike a balance. If an invention is directly tied to your work or the company’s business, the employer may have a valid claim. But if it’s something truly independent that you built on your own time without company tools or knowledge, you’re more likely to keep it. State Laws That Protect Employees Some states have gone further and passed laws that give employees more protection. California’s Labor Code § 2870 is probably the most well-known. It says employers can’t force you to assign inventions that were developed entirely on your own time without using any company resources. The exception is if the invention is connected to the company’s business, research, or your actual job duties. Other states like Washington, Illinois, Delaware, Minnesota, and North Carolina have similar laws. New York passed its own version in 2023, called Labor Law § 203-f, which follows California’s lead. Most of these laws also require employers to give written notice to employees about their rights. In states without specific laws, courts typically rely on general contract principles and public policy. If a contract tries to claim every idea you’ll ever have, that language probably won’t hold up. But if the invention overlaps with your employer’s field, even if you built it at home, the company could still have a real claim. When Employers Still Have Rights Even with legal protections, there are a few situations where the company can still argue ownership: 1. If the invention is related to the business or current projects. 2. If you used any company tools, software, workspace, or confidential info. 3. If the invention came out of your assigned job duties, even if you worked on it after hours. These carve-outs are broader than most people realize. For example, if you’re a software engineer and your side project uses the same coding language or solves a similar problem as your employer’s product, that could raise red flags, even if you used your own laptop at home. How to Protect Your Own Inventions If you want to make sure you keep the rights to something you’ve created, documentation is key. Keep records of when you worked on it, what tools you used, and how it relates (or doesn’t relate) to your job. Don’t use your work email, computer, or cloud storage. And read your agreement carefully. Some contracts require you to disclose all inventions, even personal ones. Disclosure doesn’t always mean you have to assign it, but it can start a conversation you’d rather avoid. The Shop Right Rule Even if you own your invention, your employer might still be able to use it under what’s called the “shop right” doctrine. This means that if you used company time, tools, or resources, the company may have a free, nonexclusive license to use your invention in its operations. You’d still own it, but you couldn’t stop them from using it. Why Jurisdiction Matters The state where you work usually controls which laws apply to your agreement, not the state where your company is based. That can make a big difference. For example, engineers in California have strong statutory protections. Employees in Texas may need to rely on general contract law instead. The Final Analysis Your best move is to have an employment attorney review your agreement. The details matter, and so does your state's law. A good attorney can explain what's enforceable, help you negotiate better terms (like explicit carve-outs for personal projects), and show you how to protect your own work without violating your contract. If you're looking for this type of guidance, the attorneys on Contracts Counsel are available to help. Whether you need a quick contract review or full representation, you can connect with experienced employment lawyers who understand the nuances of invention assignment agreements in your state.

You might think that because you wrote the code, you have the right to share it, but that’s not how developer agreements usually work. In Washington State, these contracts are enforceable, and they can absolutely stop you from sharing or reusing code you created during a project. It really comes down to ownership, and under most contracts, that ownership belongs to the company, not you. Let’s Talk About Who Owns the Code When you sign a developer agreement, you’re usually agreeing to one of two things: either it’s a “work-for-hire” deal or you're assigning your intellectual property rights. Either way, the result is the same. The company owns whatever you build for them. Since they own it, they get to decide what happens to it. Even if you’re the one who wrote every line, that doesn’t mean you have the right to reuse or share it if you’ve already signed those rights away. This kind of setup is standard in the tech world. Companies need to protect their IP, especially when it includes competitive advantages or trade secrets. That’s why they ask developers to assign rights and agree to keep things confidential. What About Washington State Law? Washington does offer some protection to developers, but it’s limited. There’s a statute, RCW 49.44.140, that says employers can’t claim ownership of inventions you created entirely on your own time, using your own resources, and completely unrelated to their business. That sounds helpful, but here’s the catch. It only applies if you’re an employee, not an independent contractor. And even then, the second your work overlaps with their business or involves any company resources, the protection probably doesn’t apply. So if the code you’re writing is part of a contract, or even just loosely connected to the company’s business, then the company likely owns it. Why This Matters If you violate the agreement, you’re not just risking a slap on the wrist. The company could send a takedown notice to GitHub, file for an injunction, or even sue for breach of contract or copyright infringement. If the code includes anything proprietary, like business logic or algorithms, they might also go after you for trade secret misappropriation. And beyond the legal problems, there’s your reputation to think about. Word travels fast in development circles, especially in local communities. Getting labeled as someone who mishandles IP can make future contracts harder to land. How to Protect Yourself The good news is that you still have leverage before you sign. A lot of companies start with broad IP assignment language, but they’re often open to carving out exceptions. You can ask to include a “prior inventions” schedule that lists tools, frameworks, or libraries you already created. That way, you can keep using your own work in other projects. If open-source contribution is important to you, say so upfront. Some companies will allow developers to contribute non-proprietary or generic components to open-source projects, especially if those contributions don’t compete with their business. Just make sure it’s all clearly spelled out in writing and approved in advance. You might also negotiate a time limit on confidentiality terms. The company will likely want to own the core project code permanently. That doesn’t mean you can’t eventually talk about general techniques or patterns you used, especially after some time has passed. Smart Moves Before You Sign Before you agree to anything, take a moment to list any existing code or tools you plan to use. Try to get those explicitly excluded from the IP assignment, or at least confirm that you’ll retain the right to use them elsewhere. And again, if open-source is part of your career plan, be upfront. Get language in the contract that allows you to publish select components with written approval. If you develop a useful utility during the project and think it might have broader uses, talk to the company before the contract ends. See if they’d be open to letting you open-source it or license it back to yourself for use in future projects. When It’s Time to Bring in a Lawyer If all this feels high-stakes, and it often is, consider having a tech-savvy attorney take a look. A good lawyer can help spot overly aggressive clauses, suggest better language, and help you protect both your rights and your long-term goals. This is especially important if you’re actively contributing to open-source or if you’ve built up your own libraries over time. A little legal help now can save you a lot of trouble later.