Who owns your logo — and why owning the drawing is not owning the brand

A logo is two rights, and the invoice buys neither

Copyright in a drawing vests initially in the person who drew it, the moment it is fixed. That is the default in the Copyright Act and it does not turn on who paid. A design invoice buys a service plus whatever rights the contract transfers on top. Where it transfers nothing, nothing moves, and the client holds an implied licence of arguable scope.

The second right is different in kind. A trademark is not a picture but an association between a mark and a single commercial source, and it belongs to the business using the mark in trade, not to whoever drew it. So a client can hold trademark rights in a logo whose copyright still sits with the designer — and that designer cannot stop the client trading under the mark.

Almost every logo dispute is one of these rights turning up without the other.

Why the work-for-hire clause in a design contract usually does nothing

Client-side contracts routinely state that the deliverables are a "work made for hire". The phrase is treated as a formula. It is a defined term with two doors, and a commissioned designer goes through neither.

• The employment door. Work prepared by an employee within the scope of employment belongs to the employer. An in-house designer is covered; a studio engaged for six weeks is not, however the purchase order reads.
• The commissioning door. A commissioned work can be a work made for hire, but only where two things both hold: a signed written agreement saying so, and the work falls inside one of nine categories named in the statute.

The nine are a contribution to a collective work, 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. A logo is none of them. The clause is signed, confident and inert.

Some logos have no copyright to assign

This part almost never gets explained, and it changes what the assignment clause is for. US copyright does not reach names, titles and slogans; familiar symbols or designs; mere variations of typographic ornamentation, lettering or colouring; or typeface as typeface. The Copyright Office says so in its guidance on unprotected works.

Run a plain wordmark through that list. A company name set in a licensed typeface, kerned by hand and given a colour, may contain no copyrightable authorship at all. The assignment clause is not wrong; it has nothing to carry. A pictorial mark with real drawing in it is usually protected.

That is not the disaster it sounds like, and it is worth saying plainly. Trademark protects a wordmark better than copyright would: it stops confusingly similar names, not merely copied ones. A wordmark thin on copyright is an argument for filing the trademark, not for renegotiating the design fee.

Copyright in the drawing is not the brand

Here is the failure that costs most and gets explained least. A client takes a signed copyright assignment, files it away and believes the brand is secured. Two years later a competitor launches a mark that is not a copy of the file but is close enough that customers muddle the two. The assignment is useless against it.

The two rights ask different questions. Copyright asks whether protected expression was copied. Trademark asks whether the public is likely to be confused about who is behind the goods. A competitor whose designer never saw your artwork has copied nothing, so copyright has no answer and the Lanham Act does.

Unregistered rights arise from use in trade, but they are bounded by the geography of that use and harder to prove. Federal registration adds nationwide rights and a presumption of validity — the difference between a demand letter that lands and one that opens a conversation. Our guide to registering a trademark walks the decision through.

Source files are a deliverable, not a right

The vector source — live paths, layers, colour specifications, the variants for small sizes and single-colour printing — is a thing, not a right. Owning the copyright does not entitle you to the working file, and holding the file does not give you the copyright. They are negotiated separately and both are routinely left out.

Designers withhold source files for reasons that are usually not obstruction: the file often holds rejected concepts, reusable components from the studio's library, and embedded fonts the studio is licensed for and the client is not. Handing it over can breach a licence the designer holds. Say in the contract which files arrive and in which formats.

The font and the stock art inside your logo

US copyright does not protect a typeface design, but it does protect the font software that renders it, and that software is licensed rather than sold. Foundry licences vary on logo use: some desktop licences permit it, others require an extended or specific logo licence, particularly where the mark will be registered.

Converting the wordmark to outlines removes the font software from the delivered file. It does not change what the licence permitted you to make with the font, so it is not the cure people treat it as. Where the licence is restrictive, the fix is a licence, not a file format. Read the clause before the identity is built.

Stock elements are sharper, because the licences say so expressly. iStock's content licence forbids using content as the distinctive feature of a trademark, design mark, trade name, service mark or logo, and forbids registering it. Every major library carries that clause for the same reason: a royalty-free licence is non-exclusive, so the same element is licensed to everyone else at once — the opposite of what a mark has to do.

What to settle before the work starts

If the relationship has ended and none of this was agreed, the position is usually recoverable. A retrospective assignment and a short list of files, offered with a modest fee attached, settles most of these — far cheaper than finding the gap during diligence. Where the designer has gone quiet and the artwork is being used against you, escalation runs through a copyright infringement notice, and our guide on someone copying your work sets out the order.

The version of this that goes wrong quietly

Nobody loses a logo dramatically. A business trades for four years under a mark it never took an assignment of, set in a font it was never licensed for, around a vector element bought under a licence forbidding this exact use. Nothing goes wrong, because nothing tests it — until a buyer's lawyer asks for chain of title and three questions arrive at once with a deadline.

Preventing it takes one afternoon at the start: a signed assignment, a named list of files, a font licence covering logo use, and a trademark application in the company's own name. Four rights, four owners, one thing in common — the invoice moves none of them.