I recently hired someone to develop my business website, and now there’s some controversy about whether I can update and make changes to the site. Since I paid someone to do the website, don’t I own the website content and copyright?
Copyright refers to the exclusive legal right a creator has to use and distribute a creative work. Usually,w copyright ownership vests in the work’s creator, but under the “work for hire” doctrine, you can hire someone to create something for which you own the copyright.
A work for hire happens when an employee creates a work within the scope of their employment. It also happens when a work is specially ordered or commissioned, when you agree in writing that the work is for hire and if the work fits within the allowable statutory categories.
Although the copyright of a work created by an employee normally vests in the employer as a work made for hire, prudent employers should obtain a written acknowledgement from their employees confirming work-for-hire status. Your business is probably the copyright owner if an employee developed your website, as that work would be in the course and scope of employment.
Employee agreements and handbooks should affirm the employer’s ownership of all works that employees create in the course and scope of employment. The employee should also agree in writing to enter into an intellectual property assignment agreement whenever necessary.
However, works created by independent contractors are not “works for hire,” unless the parties’ agreement says otherwise. Without such an agreement, copyright vests with the contractor. A contractor might want to retain the copyright so they can sell or license the work to other clients. Usually, small businesses hire independent contractors to design company websites.
If you hired a contractor to develop the website, hopefully you signed a written agreement that identified you as the copyright owner. If the contract isn’t absolutely clear about who owns the copyright, then the developer owns the copyright.
You might think that you own the copyright because you provided the developer with text, graphics and other content, but you still don’t own the copyright to the website. While you might have an implied nonexclusive license to use the website, you don’t have the right to update the website or make any changes to it without an explicit grant of rights.
Websites that you can’t legally update are probably of limited value. That’s why it’s so important to obtain broad rights to the website, if not outright ownership of the site itself.
Mary Luros is a business law attorney with Hudson & Luros LLP in Napa, and can be reached at firstname.lastname@example.org. The information provided here is not legal advice, nor does it form an attorney-client relationship with the author. The author makes no representations as to the reliability or accuracy of the above information.