When you commission a project, such as a design, text, software, or photos, it's important to make clear agreements about intellectual property. But who owns the rights? The client or the contractor? This article explains the legal implications and what you should be aware of.
What is Intellectual Property?
Intellectual property (IP) refers to rights to intellectual creations, such as copyright, trademarks, patents, and design rights. This means that whoever creates something automatically owns the rights.
Who Has the Rights to an Assignment?
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The Creator Owns the Rights
In the Netherlands, the general rule is that intellectual property belongs to the creator, unless otherwise agreed. This means that a photographer, copywriter, or software developer automatically retains ownership of the work they create, even if they are paid for the assignment. -
Exception: Employership
If the creator is employed and carries out the assignment within their position, the rights are usually automatically transferred to the employer. -
Contractual Agreements
If you, as the client, wish to acquire the rights, this must be explicitly stated in an agreement. Without a clear transfer clause, the contractor retains the rights, and you only have a right of use.
How do you record agreements?
To avoid later disputes, it is wise to contractually record the following points:
- Transfer of rights : A clause that explicitly states that the intellectual property rights are transferred to the client.
- Usage rights : If the contractor retains the rights, agreements can be made about licenses and restrictions on use.
- Compensation : If transfer takes place, additional compensation may be due.
- Duration and exclusivity : Is the use exclusive or is the creator also allowed to use the work elsewhere?
What if there are no agreements?
If nothing is specified, the intellectual property remains with the creator. The client then only has an implicit right of use for the agreed-upon purpose. This can be problematic if the work is later used commercially or needs to be modified.
Conclusion
Intellectual property in commissioned work is a legally complex matter that requires clear agreements. By default, ownership remains with the creator, unless otherwise agreed. If you want to acquire the rights, make sure this is properly documented in the contract. This prevents misunderstandings and legal issues.
Do you have questions about intellectual property and your rights as a client or contractor? Contact a legal specialist or legal aid clinic for advice.
