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Risk Management Update – Copyright Ownership – Employee vs. Contractor Blogger

03/12/2012

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Let’s face it; blogging takes time and busy business owners and executives may have better uses of their time. Thus, it may be better to delegate the company blogging responsibility to one or more employees or hire an independent contractor to write the company blog.

These scenarios trigger copyright issues that should be understood, especially if the company plans to hire a blogging contractor.

The general rule of copyright ownership is that the person who authors the work owns the copyright. If there is more than one author of the work–a joint work–all of the authors own the copyright.

Does this mean employees own the copyright to blogging content the company pays them to write?

No. If the company assigns the blogging duty to an employee over whom the company has control, their blogging content falls within the “work made for hire” definition, and the employer company owns the copyright. After all, the company paid the employee to blog as part of his or her job duties, so the company should own the copyright.

What about independent contractors?

For the very reason that blogging can be time consuming, a cottage industry of contractor bloggers has emerged. If your company hires an independent contractor to blog, their work falls within the “specially ordered or commissioned work” definition under the the Copyright Act, and the general ownership rule applies (the author owns the copyright) unless there is a signed written agreement that specifies that their work is a work made for hire. In the case of contractor bloggers, a written contract makes all the difference in the world.

What’s the big deal?

If your company hires an independent contractor to write the company blog without a signed work made for hire agreement, under the Copyright Act, the contractor has the exclusive right to reproduce the work, to write derivative works (ie. squeals) based on the work, to display and distribute copies to the public, and the right to transfer ownership of their work to a third party. Your contractor could force you to remove the content they wrote for your company blog, they could use the content for another company, and they could even sell it to a third party. Hence, it is vital for to have a signed written agreement with the blogging contractor that says his or her work is a work made for hire (as well as non-infringement reps and warranties and indemnity clauses to name a few).

What if it’s too late?

If the company forgot to have its contractor blogger sign such a contract, it may not be too late. The company should put one in place for all new content written by the contractor. And, depending on the relationship between the people, the company might be able to obtain ownership to the copyright in the contractor blogger’s content, but only with a properly drafted and signed written agreement. You should definitely try.

For more information on works made for hire, download and read: Works Made for Hire under the 1976 Copyright Act.

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Factoids Every Business Owner & Exec Should Know About Copyright Law

02/06/2012

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As a part-time general counsel to businesses, I run into this situation quite frequently so I hope this blog post can save prospective clients some money.

If you own or run a company and have hiring authority over independent contractors, you need to know a few factoids about copyright law.

The first, purely interesting, factoid to know about copyright law, is that the source for copyright law derives from the United States Constitution.   Article I, Section 8, Clause 8 of the United States Constitution, also known as the  Copyright Clause or the Copyright and Patent Clause  provides:  "To promote the Progress of Science and useful Arts, by securing for limited Times to Authors and Inventors the exclusive Right to their respective Writings and Discoveries."   Thus, the idea behind the copyright law is to provide protection and incentives to authors to create useful "writings" such as literary, dramatic, musical, and artistic works, such as poetry, novels, movies, songs, computer software, and architecture, and more recently the telecasting of NFL football games, website, blogs,  tweets, etc.

The second factoid to know about copyright law is that copyright law protects original  "works of authorship" that are "fixed in a tangible form of expression." Thus, if the content or work product is original and  written down  so you can hold it in your hands or see it with your eyes, it is protected by US Copyright Law.   This copyright protection attaches the moment it is created and fixed in a tangible form that it is perceptible either directly or with the aid of a machine or device.

The third factoid to know about copyright law is that copyright law applies even if the "author" does not file an application to register the copyright with the United States Copyright Office.   It's a good idea to register the copyright because additional protections are afforded to registered works as opposed to unregistered works, but it's not a requirement.

The Fourth factiod to know about copyright law applies to ownership, and this is a biggie.  The  general rule of copyright ownership is that the person who authors the work owns the copyright. If there is more than one author of the work–a joint work–all of the authors own the copyright.  However, the ownership rules and requirements are different depending on the employment or independent contractor status of the author.
  • Employees - If your company has employee "authors"  over whom the company has control, their content falls within the “work made for hire” definition, and the employer company owns the copyright.
  • Independent contractors - If your company hires independent contractor authors, their work falls within the “specially ordered or commissioned work” definition under the the Copyright Act, and the general ownership rule applies (the author owns the copyright) unless there is a signed written agreement that specifies that their work is a work made for hire.   Thus, you will need to include a reference to "work made for hire" in the written contact with the independent contractor.
One of our goals as part-time general counsel is to help business owners and executives learn and understand the law and how it applies to their business.  We hope this article was helpful.

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