Under US law, copyright in a logo belongs first to its author, the designer or the designer’s employer, and the client holds it only if the logo is a work made for hire or the rights are transferred in a signed writing; 17 U.S.C. § 204(a) says a transfer is not valid without that writing. In the UK, section 90(3) of the Copyright, Designs and Patents Act 1988 sets the same rule for an assignment.
First ownership under US copyright law
In the United States the starting point is section 201(a) of the Copyright Act. The text of section 201 published on GovInfo reads: “Copyright in a work protected under this title vests initially in the author or authors of the work.” For a logo, the author is the person who drew it, unless the statute names someone else as the author.
That exception is the work made for hire. Section 201(b) says that in this case “the employer or other person for whom the work was prepared is considered the author”, and owns all of the rights unless the parties agreed otherwise in a written instrument signed by them. The US Copyright Office’s Circular 30 puts it plainly: “the author is not the individual who actually created the work.”
The deciding facts are fixed early. Circular 30 says that whether a work is made for hire “is determined by facts in existence at the time the work is created.” An invoice paid at the end of a project is not one of those facts; who drew the logo, on whose payroll and under what written agreement are.
Work made for hire and the nine kinds of commissioned work
Circular 30 describes two situations in which a work made for hire is produced: “(1) when the work is created by an employee as part of the employee’s regular duties and (2) when a certain type of work is created as a result of an express written agreement between the creator and a party specially ordering or commissioning the work.”
The first covers a designer on the staff of the company that will use the logo. It also covers a designer on an agency’s staff, and then the agency, as employer, is the author. The question moves one step along: whether the agency transferred the rights to its client.
The second situation is narrower than it sounds. The definition in section 101 of title 17 limits a commissioned work made for hire to 9 kinds of work: a contribution to a collective work, a 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. Even then, the parties must “expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.”
A logo is not one of the 9. For a logo commissioned from an outside agency or a freelance designer, the route the statute leaves is a transfer of ownership under section 204. Circular 30 also notes that its definition applies to works created on or after 1 January 1978.
A transfer of ownership in writing
Section 204 of title 17 sets the condition for moving copyright. Subsection (a) reads: “A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.”
Three details in that sentence matter for a logo. The transfer is in writing. It is signed. And the signer is the owner of the rights, which for a logo drawn by an agency’s employee is the agency, not the individual designer. A freelance designer working for an agency is a separate owner, so three parties need two transfers.
Subsection (b) adds that “a certificate of acknowledgement is not required for the validity of a transfer”, though such a certificate is prima facie evidence that the transfer was executed.
Whether a particular email, quote or invoice meets subsection (a) is a question about that document. The safer course is a short document that names the work, states that the rights are transferred and carries the owner’s signature, agreed before the files change hands.
First ownership and assignment in the United Kingdom
In the United Kingdom the rules sit in the Copyright, Designs and Patents Act 1988. Section 11 opens with a general rule: “The author of a work is the first owner of any copyright in it, subject to the following provisions.” Subsection (2) is the employee rule: where an artistic work is made by an employee in the course of employment, “his employer is the first owner of any copyright in the work subject to any agreement to the contrary.”
Section 11 has no rule for commissioned work and no list like the 9 kinds in section 101 of the US statute. For a logo made outside the client’s own company, the first owner is the author or the author’s employer. Ownership then moves under section 90, whose subsection (3) is short: “An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor.”
Section 90 draws two more lines. Under subsection (2) an assignment may be partial, “limited so as to apply” to some of the owner’s exclusive rights or to part of the copyright period. Subsection (4) deals with a licence, which permits use of the work without moving ownership.
The practical result matches the US one. A brand that wants to own its logo, not only use it, needs a written assignment signed by the owner, and the wording decides which rights move and for how long.
| Question | United States (17 U.S.C.) | United Kingdom (CDPA 1988) |
|---|---|---|
| Who owns the copyright first | The author (section 201(a)) | The author (section 11(1)) |
| Logo drawn by an employee | Work made for hire; the employer is the author (sections 101 and 201(b)) | The employer is first owner unless agreed otherwise (section 11(2)) |
| Logo commissioned from outside | Not one of the 9 kinds of commissioned work in section 101 | Section 11 has no rule for commissioned work |
| How ownership moves | A transfer in writing, signed by the owner (section 204(a)) | An assignment in writing, signed by or for the assignor (section 90(3)) |
| Where the trade mark is registered | USPTO | Intellectual Property Office (IPO), a trade mark lasts 10 years |
Copyright and trade mark are two separate rights
Owning the copyright in a drawing and holding a trade mark in it are different things, registered by different bodies. The USPTO’s page on trade marks, patents and copyrights states it plainly: “The USPTO grants patents and registers trademarks. The U.S. Copyright Office at the Library of Congress registers copyrights.”
Trade mark rights are also tied to use. The USPTO’s page on what a trade mark is says “you don’t have rights to the word or phrase in general, only to how that word or phrase is used with your specific goods or services.” A logo well protected by copyright can still be a weak trade mark if it is not used, or not registered, for the goods the brand sells.
In the UK, GOV.UK’s guide on how to register a trade mark says the application goes to the Intellectual Property Office (IPO) and that “A trade mark lasts 10 years.” It is renewed every 10 years to stay in force.
A brand owner therefore runs two checks. The copyright question is who owns the drawing and whether the rights were transferred in writing. The trade mark question is whether the mark is registered, by whom and for which goods.
Design files, fonts and licensed elements
A contract can transfer every right in a logo and say nothing about the working files, leaving the brand with a mark it cannot edit without the designer. The deliverables worth naming one by one are the vector masters of the mark and its variants, the colour values for print and screen, the exports in the formats the brand uses, and the guidelines.
Our guide to what is included in a brand identity project lists who owns the source files among the items to check in a proposal, and calls it “the item most often assumed and least often written down.” A file list with formats and a delivery date removes the assumption.
Two kinds of element inside a logo can belong to someone else. A typeface is licensed, and the licence decides whether the font may be embedded in the files or used by the printer; what your font licence allows covers the terms to check. A stock illustration or icon built into the mark carries its own licence too. Neither moves with the copyright in the logo, because the agency never owned it.
What to agree in writing before the project starts
Ownership is easiest to settle before any design exists. The points below follow the statutes and file questions above.
- Who the author will be: an employee of the agency, a freelance designer the agency engages, or your own staff.
- Whether the agreement calls the work a work made for hire, and whether it also contains a written transfer or assignment.
- Who signs the transfer, and when it takes effect: on signature, on delivery or on final payment.
- Which rights move, all or part, for which countries and for how long.
- Which files are delivered, in which formats, and on what date.
- Which elements stay under third-party licences, such as fonts and stock images, and in whose name.
- Whether the agency may show the finished work in its portfolio, and from when.
Our article on questions to ask a branding agency puts ownership and file formats among the questions to answer in writing before signing. A proposal that answers all 7 lines leaves little to argue about when the project ends.
How MarkaWorks puts ownership in writing
MarkaWorks is a branding agency for product brands, and on our projects ownership is agreed before the design work begins. Our published position, in that article, is this: “We publish the deliverable list item by item and put revision rounds, file formats and source-file ownership in writing before you sign.”
The chain of authorship on our projects is short. Our brand strategy and visual identity page states that the specialists on a project all work in-house at MarkaWorks. The same page describes the system we deliver as the mark and its variants, the type hierarchy, the colour build with process values and the layout rules, so each item has a name an agreement can list.
If you are about to commission a logo or a full identity, send your questions through our contact page and we will set out the ownership terms next to the scope. For a reading of your own contract, speak to a lawyer qualified in the country whose law governs it.
Questions brand owners ask about logo ownership
If I paid for the logo, do I own it?
Neither statute makes payment the test. In the US the client holds the copyright if the logo is a work made for hire or the owner signs a written transfer under 17 U.S.C. § 204(a); in the UK, section 90(3) of the CDPA 1988 requires a signed written assignment.
Can a logo be a work made for hire in the US?
Yes, when an employee makes it within the scope of their employment. A logo is not among the 9 kinds of commissioned work in section 101, so a commissioned logo moves to the client through a signed written transfer.
Who signs the transfer if an agency designed my logo?
The owner of the rights or their authorised agent, under section 204(a). If the agency’s employee drew the logo, the agency is the author; if a freelance designer drew it for the agency, that designer’s rights need their own transfer.
Is owning the copyright the same as owning the trade mark?
No. In the US the USPTO registers trade marks and the US Copyright Office registers copyrights, and trade mark rights attach to use with specific goods or services. In the UK a registered trade mark lasts 10 years.
Which files should I receive at the end of a branding project?
The agreement decides, so name them: vector masters of the logo and its variants, colour values for print and screen, exports in your formats and the guidelines, plus the fonts and stock elements under separate licences.
What US and UK copyright law say about the first owner, work made for hire, written transfers, trade marks and the files you receive.
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