Entrepreneurs, don't forget the deed of assignment for your intellectual property

Entrepreneurs tend to think of almost every legal chore (terms and conditions CHECK; privacy statement CHECK; shareholders’ agreement CHECK) and then forget their intellectual property. More specifically, they forget the deed of assignment of intellectual property (IP). That can have unpleasant consequences.

Which IP rights are we talking about? For a producer starting out, it may be the writers’ copyright in the script. For a start-up, the copyright of the software developer, the designer or the copywriter behind the new website. Or the copyright of freelancers brought in at busy times, such as the extra hands a furniture or fashion designer takes on. And think of the photographer who takes a few shots of the office building for all your social media channels.

The message is clear. In all sorts of situations, nobody thinks about transferring the intellectual property. Does that matter? Once copyright has arisen, quite a lot. If nothing has been agreed about the copyright, the creator decides how the work is used. So if you fall out with the person who built your website, your position is weak. The intellectual property in the code belongs to the developer, not to you.

Is there copyright in the work, and who owns it?

To decide whether you need copyright to be assigned to you, you first have to establish whether copyright has arisen, and then who owns it.

Arising

Copyright subsists in every created work: a text, an image, a photograph or any other creation involving creative choices. You do not need to be Pablo Picasso or Milan Kundera, by the way. In the legal world even an extract of eleven words can count as wonderfully creative.

The work must also be original. In practice, it must not be copied from someone else’s work. Broadly speaking, as long as nothing has been lifted from another work, the originality requirement is met.

Ownership

Copyright belongs in principle to the person who created the work. This happens automatically. No register, no filing, no © symbol.

Where people make a work together, they share the copyright. Take a fashion designer who designs a tropical print for a swimwear range together with a freelancer. The freelancer and the designer then own the copyright in that print jointly.

When the employer owns the copyright

The copyright does not automatically belong to the creator where making certain works is part of an employee’s job. The employer is then treated as the author (Article 7 of the Dutch Copyright Act). If you employ a programmer or a fashion designer whose daily business is building websites or designing clothes, you do not need a separate assignment as the employer. Commission a freelancer under a services agreement, though, and the intellectual property does not pass automatically. Then you do have to arrange something.

To sum up: every work that is at all creative and not simply copied is protected by copyright automatically. If nothing is agreed and the employer rule does not apply, the intellectual property in that work stays with its creator.

Using a work protected by copyright

As explained above, copyright belongs in principle to the creator of the work. The consequence is that only the creator, or someone the creator has given permission, may use or alter the work.

In the examples above, the software developer, the designer, the copywriter, the freelancer and, to a degree, the scriptwriter therefore decide what may happen with the work they made. You need their permission to turn a film script into a stage play, to sell the software, or to put the website live or change it. On top of that, the creator can still do all of this. The scriptwriter can write that stage version. The web developer can put the website live, for someone else too. And so on.

With joint copyright, as in the swimwear example, using the print requires the permission of every author, the freelancer included.

So watch out. Paying for the work does not mean you decide what happens to it, not in copyright law. And deciding is exactly what you want. Make sure the copyright is assigned to you.

What a valid transfer of intellectual property requires

By now the importance of the assignment should be clear. Next question: how do you do it? Copyright passes only by a deed of assignment. That is a written document signed at least by the party transferring the rights, meaning the creator. Your signature as the recipient is sensible but not required. Since 1 January 2026 the agreement to transfer must itself also be in writing. The agreement and the deed may be one and the same document. A transfer made orally, or by email without a signed deed, is therefore not valid. What else changed in 2026 is set out on our page about assigning copyright.

Is physical signing impractical because of the distance, with your web developer based in India, say? Then the document can be signed with a digital signature. The method used must be sufficiently reliable. DocuSign is a good example of such a secure digital signature.

The work being assigned must also be clearly described. If a freelance designer makes several prints, the deed must state plainly that the assignment covers all the prints made under that particular commission.

Describing the rights in website code in the deed

If you have a website built, think carefully about whether you want the copyright in the design (so that you can change things later) or in the source code as well (which matters if you might sell the website, for instance). Be clear about what you want to do with the work. Then make sure every right you need for that is assigned.

The deed must also describe precisely which IP rights are being assigned. Since 2026 this is stricter. Where the creator assigns the rights personally, only the powers expressly stated in the agreement pass, along with those that necessarily follow from its nature and purpose. The creator can assign the copyright in full or in part. In the freelance designer example, the designer might want to assign only the right to use the tropical print.

Do you, as the client, want to keep the option of reworking the tropical print yourself, by changing the colours or adding or removing one of the palm trees? Then the deed has to say that the right to alter the print is assigned too. Precise wording matters here.

Conclusion: avoid the hassle and arrange the transfer of intellectual property by deed.