CLEAN WORK, EVERY TIME.
An agency's ability to grant rights to a client depends entirely on having first secured those same rights from every contractor and asset it used to build the deliverable. If a freelancer's contribution was never assigned to the agency, the agency cannot lawfully pass full ownership or a broad licence on to the client, no matter what the client contract says. The proof that protects both the agency and the client is a complete, linked record from contractor assignment through to client contract.
Client contracts, contractor assignments and clearances all on one record, so the shop and the client both know what they own.
LAST REVIEWED
THE SITUATION
An agency is a rights factory. Every project involves a client, a shop, a handful of contractors, licensed assets, and a delivery date. The rights all need to arrive with the deliverables, and usually do not.
When a client comes back years later to ask if they can reuse a campaign, the honest answer depends on paperwork nobody has looked at since the invoice was paid. That answer needs to be one click away.
WHAT BREAKS.
Contractor work never assigned upstream
Freelance work that was never formally assigned to the agency cannot then be validly assigned or licensed onward to the client, regardless of what the client contract promises.
Stock or licensed assets misused
Assets licensed for a pitch or presentation only can end up used in a final paid campaign, breaching the terms of the original licence.
Client usage exceeding underlying rights
A client contract can promise broader usage rights than the agency actually holds from its own contractors or licensors, creating a liability gap.
Portfolio use blocked by client confidentiality
Client NDAs can make it impossible for the agency to show finished work publicly, undermining new business pitches built on past results.
AI-generated elements with no provenance record
Deliverables containing AI-produced elements shipped with no record of the tool, prompt or licence create unclear ownership for the client receiving them.
WHAT YOU CAN OWN.
COPYRIGHT
Every deliverable is a copyrighted work, and the agency needs assignment or licence from each contributor before it can pass rights to the client.
TRADEMARK
A campaign name or created brand asset can be trademarked, usually in the client's name once the assignment chain supports it.
DESIGN RIGHT
Design right is only relevant if the agency's work includes original physical product design, which is uncommon.
PATENT
Creative and marketing work produced by agencies is not patentable material.
TRADE SECRET
Client strategy documents can be kept confidential by contract, but this is a business practice, not a legal trade secret.
LIKENESS
Campaigns using talent, influencers or stock models require likeness releases the agency must obtain and pass through correctly.
FOUR STEPS.
DROP
Upload the SOW, the contractor list and every licensed asset.
EXAMINE
Deed checks that every contribution is assigned upstream and that client usage does not exceed what the assets allow.
EXECUTE
Signed SOWs, contractor assignments and asset licences all linked to the project record.
DEFEND
One record per project, ready for a client reuse question or a rights audit.
KEY FACTS
- 01An agency cannot grant a client more rights than it has itself secured from its own contractors and licensors.
- 02A contractor assignment made after project delivery is still valid, but leaves a gap of unclear ownership until it is signed.
- 03Stock assets and licensed fonts typically carry usage restrictions by project, medium and duration that must be tracked per campaign.
- 04Client confidentiality clauses and portfolio rights are negotiated terms, not automatic defaults, and often conflict if not addressed explicitly.
- 05AI-generated deliverables carry their own licensing terms from the tool provider, which the agency must pass through accurately to the client.
QUESTIONS
+How do we handle contractors on tight timelines?
Deed's contractor template can be signed in minutes and links directly to the project record, so the assignment is done before the file is delivered.
+Can we keep portfolio rights when the client wants secrecy?
Sometimes. Deed helps negotiate a delayed portfolio use or an anonymised case study clause that both sides can sign.
+How do we track AI generated deliverables?
Deed records tool, prompt and licence per asset, so the client and the shop have the same answer if it is asked later.
+Can we license work to a client we never secured from our own contractor?
No, not validly. Any onward grant depends on the agency having secured that right first, which is why upstream assignment has to happen before delivery, not after.
+Who owns the final campaign assets, us or the client?
Whatever the SOW says, but usually the client, once the agency has properly obtained and passed through assignment from every contributor involved.