IP Ownership When Your Agency Uses Freelancers

Mia runs a small digital agency in Auckland. Her team designs a campaign for a retail client, using a freelance illustrator for the hero artwork and a contract developer for the landing page. The client loves the work and asks for confirmation that it owns everything.

That question should be easy to answer. But Mia realises her freelancer agreement is a one-page email chain that says the rate, deadline and deliverables, with nothing about copyright, moral rights, confidentiality or portfolio use.

This is a common gap for creative, marketing and software agencies. You might be able to use the work in practice, but that doesn't always mean you can confidently pass ownership or broad usage rights to your client.

The good news is that this doesn't have to be complicated. The key is to make sure your contracts create a clear chain of title from the freelancer, to your agency, to your client.

Who Owns Freelancer Work In New Zealand?

Usually, the person who creates the work owns the copyright first, unless a contract or a specific rule says otherwise.

In New Zealand, copyright is mainly dealt with under the Copyright Act 1994. Copyright can protect things your agency commonly works with, including:

• copy, articles, scripts and website text
• graphic design, illustrations, photographs and brand assets
• software code, website builds and app features
• video, audio, animations and campaign materials
• strategy documents, pitch decks and creative concepts, where they're expressed in a protected form

If your freelancer is genuinely an independent contractor, you shouldn't assume your agency owns everything just because you paid the invoice. There are some special New Zealand rules for certain commissioned works, including some artistic works and computer programs, but those rules don't cover every agency deliverable and they don't always solve practical issues like moral rights, third-party materials, subcontractors or client warranties.

For example, copywriting and campaign strategy may not be treated the same way as a commissioned logo or a commissioned software program. If you rely on default rules alone, you can end up with a patchy position across the same client project.

If the person is actually your employee and creates work in the course of employment, your business will usually own the copyright in that work. But freelancers and contractors are different, so your contract needs to do more work.

Since 21 February 2026, the Employment Relations Act 2000 has included a contractor gateway test. If all criteria are met, the worker is treated as a specified contractor. If not, the usual common law test may still apply to work out whether the person is really a contractor or an employee. This won't replace the need for clear IP clauses, but it does make it even more worthwhile to have a written contractor agreement that matches how you actually work together.

Why Does Chain Of Title Matter For Your Agency?

Chain of title matters because your client can only receive the rights your agency actually has.

Think of IP ownership as a chain. If one link is missing, your agency may struggle to prove it has the right to use, modify, license or transfer the work to the client.

A clean chain usually looks like this:

• the freelancer creates the work
• the freelancer assigns or licenses the relevant IP rights to your agency
• your agency gives the client the rights promised in the client agreement

If the first step is unclear, the second and third steps become risky.

Say Aroha runs a Wellington design studio. She charges a client $8,000 for a brand refresh. She pays a freelance illustrator $1,200 for custom icons and a contract copywriter $950 for website copy. Her client agreement says the client will own all final deliverables after payment.

If Aroha's freelancer contracts don't assign IP to her studio, she may not be able to give the client everything she promised. The illustrator might later object to the icons being edited for packaging, or the copywriter might say the client only had permission to use the copy on one website.

With a proper chain-of-title clause, the result is clearer. The freelancer assigns the project IP to Aroha's studio once paid, gives any moral rights consents needed for editing and non-attribution, confirms they haven't copied someone else's work, and agrees not to reuse confidential client material. Aroha can then pass the agreed rights to her client with far more confidence.

This is also about trust. If a larger client, investor or procurement team asks for proof of IP ownership, you want to be able to point to signed agreements, not a scattered trail of messages.

What Should Your Agency Freelancer Contract Include?

Your agency freelancer contract or freelancer agreement should clearly say what rights you get, when you get them and what the freelancer can and can't do with the work afterwards.

A short template can be a starting point, but agency documents often need tailoring because creative assets, code, templates, client data and portfolio rights can all work differently.

Fill-In Outline For Your Freelancer IP Clauses

This outline isn't a finished legal document, but it shows the sections your agreement should cover. A lawyer should tailor it before you use it with freelancers.

1. Parties And Project Details: Name your agency, the freelancer, the client project, any statement of work and the agreed deliverables.
2. Fees And Payment: State the fee, GST position if relevant, milestones, invoicing process and whether IP transfer depends on payment.
3. IP Assignment: Say whether the freelancer assigns copyright and other project IP to your agency, and when that transfer happens.
4. Licence Back, If Needed: If the freelancer can reuse any non-confidential elements, spell out the limits.
5. Pre-Existing Materials: Identify any tools, templates, libraries, fonts, stock images, code snippets or reusable know-how the freelancer already owned.
6. Moral Rights Consents: Get written consents or waivers where needed for edits, adaptations, non-attribution and client use.
7. Original Work Warranty: Require the freelancer to confirm the work is original or properly licensed, and doesn't knowingly infringe someone else's rights.
8. Confidentiality: Protect your agency's information and the client's confidential material.
9. Subcontracting: Say whether the freelancer can bring in other people, whether a sub-contractor agreement is needed, and what approvals and flow-down obligations are required.
10. Portfolio Use: Set rules for when the freelancer can show the work publicly, and whether client consent is needed.
11. Delivery And Handover: List source files, editable files, credentials, documentation and any handover support.
12. Liability And Indemnities: Allocate responsibility if the freelancer breaches the IP, confidentiality or third-party materials clauses.

The exact wording will depend on what your agency creates. A software agency may need source code, repositories and open-source software controls. A brand agency may need editable design files, font licences and artwork warranties. A marketing agency may need social content permissions and talent release checks.

Do You Need An IP Assignment From Every Freelancer?

In most agency projects, yes, you should get a written IP assignment or a very clear licence from every freelancer who creates client-facing work.

An assignment transfers ownership of the relevant IP. A licence gives permission to use the IP, while ownership stays with the freelancer or another rights holder.

For client deliverables, an assignment is often cleaner because your agency may need to promise the client ownership of final work. For reusable tools, methods, templates or internal systems, a licence may be more sensible because the freelancer may need to keep using their background IP.

The practical split often looks like this:

• Project IP: Custom work created specifically for the client, such as final artwork, copy, code, campaign assets or custom designs. This is usually assigned to your agency, then passed to the client as agreed.
• Background IP: Pre-existing templates, libraries, frameworks, processes, plugins, design systems or know-how. This is usually retained by the freelancer, with your agency and client receiving a licence to use it as needed.
• Third-Party IP: Stock images, fonts, music, plugins, open-source code, AI-generated inputs or marketplace assets. These need their own licence terms, and they may restrict what your client can do.

Be careful with broad wording like "all IP belongs to the agency" if the freelancer is bringing their own tools, templates or libraries to the project. That wording may create an argument later because it doesn't clearly separate new client work from existing material. It can also be commercially unfair if the freelancer uses the same base tools across many clients.

A better approach is to define each category. The freelancer can keep their background IP, your agency can own or control the project IP, and the client can receive the rights promised in the client contract. Everyone then knows what can be reused and what must stay with the client.

What About Moral Rights, Third-Party Materials And Portfolio Use?

IP ownership is important, but it isn't the only issue. Agencies often run into problems because the contract deals with ownership in one sentence, but doesn't deal with the practical permissions needed to use the work properly.

Moral rights are personal rights creators can have in their work, such as the right to be identified as the author and the right to object to certain treatment of the work. Even where copyright is assigned, moral rights can still matter. If your agency or client may edit, crop, adapt, combine, rebrand or publish the work without naming the freelancer, your contract should deal with that clearly.

Third-party materials also need close attention. If a freelancer uses a stock image, font, music track, plugin, open-source library or marketplace asset, the licence terms might limit use by industry, territory, platform, number of users or length of campaign. Some licences also prohibit transfer, resale, modification or use in a logo.

Your freelancer agreement should require the freelancer to disclose third-party materials before delivery, provide licence details, and avoid using restricted material unless your agency has approved it. This is especially important if your client expects to own or freely commercialise the finished work.

Portfolio use is another common tension point. Freelancers understandably want to show good work. Clients often want confidentiality until launch, and some clients don't want work shown publicly at all. A good clause can allow portfolio use only after launch, only with written approval, and never where it reveals confidential information, campaign results, customer data or unreleased strategy.

If AI tools are used in your workflow, deal with them expressly too. Your contract can require the freelancer to follow your AI policy, avoid entering confidential client material into public tools, and disclose any AI-generated inputs that could affect ownership, originality or client approvals.

How Should Your Client Agreement Match Your Freelancer Agreements?

Your freelancer agreement and client agreement should work together. Problems often happen when the client contract promises more than your freelancer contracts actually give you.

For example, your client agreement might say the client owns all materials, source files and underlying rights from the moment they're created. But your freelancer agreement might say the freelancer keeps copyright until they're paid, keeps all design files, can reuse assets across other projects, and can publish the work in their portfolio at any time.

Those two documents don't line up. If there's a dispute, your agency is caught in the middle.

Before you sign a client agreement, check:

• whether the client is getting ownership or a licence
• whether the transfer happens on creation, delivery or payment
• whether source files, editable files and working files are included
• whether background IP and third-party materials are excluded or licensed
• whether the client needs exclusive rights
• whether confidentiality and portfolio rules are consistent
• whether you can safely give the IP warranties and indemnities the client asks for

If a client wants full ownership, you need to make sure you can obtain the rights from every freelancer and subcontractor involved. If that's not possible, your client agreement should clearly explain the limits, such as a licence to use background tools or third-party assets that sit inside the finished deliverables.

This doesn't have to slow projects down. Many agencies solve it by keeping a standard set of freelancer terms, a standard client IP position, and a short project schedule for the details that change each time.

Practical Steps To Protect Your Agency

A few practical habits can make a big difference to your IP position.

First, sign freelancer agreements before work starts. It's much easier to agree on IP ownership, moral rights, confidentiality and portfolio rules at the beginning than after a client asks difficult questions.

Second, keep the scope specific. List the deliverables and expected files, including source files, editable design files, copy docs, code repositories, documentation, login details and handover materials. If something isn't included, say so.

Third, build an approval step for third-party materials. Ask freelancers to tell you what external assets, tools or libraries they plan to use, and keep copies of licence information with the project file.

Fourth, align payment and IP transfer. Many agencies say project IP transfers on full payment. That's fine if it also matches what you've promised the client. If your client gets rights before paying you, but your freelancer only transfers rights after you pay them, you need cashflow and contract terms that make that workable.

Fifth, keep records. Save signed agreements, statements of work, licence documents, approvals and final files in one place. If a client, buyer or investor asks about IP later, clear records can save a lot of time.

Finally, review your templates regularly. The way agencies work changes quickly, especially with remote contractors, AI tools, SaaS products, open-source software and influencer content. Your contracts should reflect how your team actually delivers work today.

Key Takeaways

• Paying a freelancer doesn't always mean your agency owns all rights in the work, so written IP terms are important.
• A clear chain of title helps your agency pass the rights it promised to the client with confidence.
• Your freelancer agreement should cover project IP, background IP, third-party materials, moral rights, confidentiality, subcontracting, delivery and portfolio use.
• Since 21 February 2026, the contractor gateway test has been part of the Employment Relations Act 2000, so your contractor arrangements should be written clearly and match the reality of the relationship.
• Your client agreement shouldn't promise more rights than your agency has obtained from freelancers and subcontractors.
• Good records, upfront agreements and consistent templates are the simplest way to avoid IP disputes later.

If you'd like help with freelancer agreements, IP assignments, client contracts or reviewing your agency's chain of title, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.