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We have been working with a designer from the very beginning of our company. She created us the logo and did products design as well.

After a year of first collaboration, we asked her to redesign our portfolio of products (not big changes). She accepted.

The problem is that now when she has to deliver the new work she is talking about IP rights. We really do not know which IP rights is she refering since we do not have any signed contract with her (she never requested it). Moreover, we have been using the logo, products design... in many events and places.

Since we have no contract does she have any right to claim for IP rights (if yes which ones)?

p.d. we are based in Japan. she sent us all the original files (.ai)

Thanks in advance,

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The answer to your question depends greatly on local laws. Most of the people here arent lawyers, but most importantly nobody here is your lawyer. Any answer you get is thus not legal advice.

Generally speaking, design is not a normal product. Unlike a say a chair, or a table. Design is governed by totally different laws. These laws do not allways make sense in the normal context.

Design is like code, even of you have the source it does not mean you own the code. There is a implicit, all rights reserved license attached to all immaterial property. This is true to all countries that have agreed to the Brene convention, this includes Japan. So this would apply to any .ai file*. Therefore it is important for you as a buyer of service to have a contract on what you get.

It can be argued that you have a implicit contract that says its been released. But that is ultimately for courts to decide should you have a disagreement. If nothing else make sure you have some records on the monetary transactions and e-mails.

In anycase it is perfectly reasonable for the designer to want to limit your ownetship for the update. For example your paying only for webpage, then its perfectly reasonable for him to limot so you can not ise same design for world wide merchandise. Thinking that you could do so is wrong. It is also reasonable for hand paymeng for work even if you reject the design.

* in fact you may have a flattened version of original source!

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Technically, you own the rights on your logo; she can't own Intellectual Property on something she doesn't own! She can't own any IP on your brand, especially if there's no contract about this. What would be wrong is saying another designer did the work, but what you do with your logo and how you use it is up to you. It's not common for a designer to request this from a client, just so you know.

There are details missing in your question; what exactly are the demands of the designer? You have the right to negotiate and find another designer if her requests are abusive or restrict your freedom to use your logo/brand or to modify them.

The designer has the right to keep the editable files and negotiate conditions on how they're used though. But again, nothing forces you to accept these terms and you can always negotiate an agreement with the designer if you need editable files. Or find another one.

"Must all nonexclusive licenses be in writing? No, but it is a good idea. An implied (i.e. unwritten) nonexclusive license is made when a work is created and delivered at the specific request of another person. A license is irrevocable (i.e. permanent) if the person requesting the work pays the creator. For example, there is likely an implied nonexclusive license if the Academy asks a presenter to prepare information for an upcoming conference and the presenter agrees...."



Also, I'm not a lawyer. You can always ask the question on the https://law.stackexchange.com/

and see what are the specific laws about this in your country.



Source and this question related to the topic has more info about all this: Who owns authorship when an employee makes a design for their employer?

  • 2
    This greatly depends on local laws. – joojaa Oct 7 '15 at 6:22
  • @joojaa "see what are the specific laws about this in your country." – go-junta Oct 7 '15 at 9:54
  • 1
    yes but the thing is your saying that the company automatically owns their logo. This is not true, the company SHOULD own the logo. Thay may in fact not have aqquired the logo legaly, thus they may or may not own it. If they didn't acquire the graphics for the logo in accordance to the law they in fact do not own it. Presumably though the designer is talking about ip rights for the new tweaked work so the point is moot. Also how courts choose to appreciate the implied tranfer of logos is a bit different. Over in my locala i know that i would not risk doing this by just transfer of money. – joojaa Oct 7 '15 at 11:25
  • @joojaa The company owns their business name and brand, most likely yes. No one can claim to own someone's else property. That's what I said. Obviously I'm not talking about improvised business who stole their logos on Google image search or called themselves "Mickey Mouse Car Repair"...! That kind of business exist but in general we assume people registered their company, got a tax number, and already did the legal step to actually be considered a company. – go-junta Oct 8 '15 at 0:26
  • owning name is not the same thing as owning the graphical elements. – joojaa Oct 8 '15 at 3:26

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