A business pays for a logo, receives a folder of files and begins using the design. Months later, a new agency asks for editable artwork. The folder contains only a small JPEG. Nobody can find the agreement, and the original designer says the font came from a separate subscription.
The business has bought something, but the team cannot clearly explain what it received, which rights it holds or what another supplier may do with the material.
This is a common commissioning problem: delivery, payment, ownership, permission and access are treated as though they mean the same thing. They do not always answer the same question.
This educational guide sets out a practical review for Indian businesses commissioning design, photography, copy, websites or video. It is general information, not legal advice for a particular dispute or agreement. The type of work, contractual relationship and applicable law matter.
The short answer: clarify rights and deliverables separately
A commissioning agreement should explain what is being created, who can grant the relevant rights, what the business may do with the work, and which files or materials will be handed over.
Avoid blanket statements such as “the client always owns everything because it paid” or “the freelancer always owns everything.” Indian copyright law contains different first-ownership rules and exceptions. The answer can depend on the category of work and the circumstances in which it was created.
For example, the official Copyright Office handbook describes specific rules for certain commissioned works, including photographs and specified other categories. Employment and other situations have their own considerations. A mixed creative project may contain several kinds of work. Copyright Office handbook.
That is why a project-specific written arrangement is more useful than a slogan copied from the internet.
1. Define the work before discussing “all rights”
Start with an asset list. A website project might include page copy, original illustrations, photographs, code, templates, fonts and third-party plug-ins. A promotional video can contain a script, footage, music, graphics and voice recordings.
Each component may have a different creator or rights holder. The agency producing the final output may not own every element outright.
The commissioning brief should identify the expected outputs clearly enough that both parties can recognise completion. “Branding” is less precise than an agreed set of final logo variants, colour specifications, artwork formats and a usage guide.
Distinguish commissioned original material from pre-existing tools, templates or stock assets. This helps the legal and commercial discussion reflect the actual project instead of assuming that every component can be transferred on identical terms.
AI-generated editorial illustration of a commissioning discussion; no actual client consultation or legal document is shown.
2. Understand assignment and licence as different arrangements
In simple terms, an assignment transfers specified copyright rights, while a licence permits specified uses under agreed conditions. The appropriate arrangement depends on the business purpose and the rights available.
A business may need broad rights in its core brand artwork but only a limited licence for a stock photograph used in one campaign. Those requirements should be considered separately.
Under section 19 of the Copyright Act, an assignment must be in writing and signed by the assignor or authorised agent. It must identify the work and specify the rights, duration and territorial extent, alongside other statutory requirements. Legal review should address the complete provision and relevant exceptions. Copyright Act, Chapter IV.
Do not assume that the word “exclusive” resolves every question. Exclusive for which uses, for how long, in which places and subject to which third-party restrictions? Commercial expectations need to be translated into clear terms.
3. Describe the uses your business actually needs
Before asking a lawyer to review the document, explain the intended use in ordinary language.
Will the artwork appear on packaging, a website, social media, paid advertising, exhibition stands or retailer materials? Will overseas distributors need it? Will another agency adapt it into different sizes or languages?
A campaign designed for a single local event may later become a nationwide promotion. If that expansion is foreseeable, raise it during commissioning. Retrofitting permissions after production can be inconvenient and expensive.
Also consider who will use the work on the business's behalf. Printers, franchisees, distributors and replacement service providers may need access or permission appropriate to their role. The agreement should address the intended arrangement rather than leave the team to infer it.
4. Editable files are a delivery question too
Owning or licensing rights does not automatically tell you which practical files will arrive. A flattened image and an editable source file serve different purposes.
If the business needs to change text, resize layouts or update a product photograph later, identify the relevant file formats and dependencies in the scope. Include any agreed linked assets, export settings or technical notes needed for ordinary reuse.
Ask whether a source file relies on paid software, a font licence or a third-party template. Receiving a file does not necessarily transfer the licence needed to use every component within it.
For websites, clarify the handover of code, content, hosting access and documentation as applicable. Account control and copyright are related operational concerns, but they should not be collapsed into one vague ownership clause.
5. Third-party assets need their own record
A stock-image licence may impose conditions that differ from the rights in an original illustration. Music, fonts and software components can also carry specific restrictions.
Ask the supplier to identify third-party elements and explain the relevant licence position. The business should know which assets require its own subscription, whether a client transfer is permitted and what evidence will be retained.
Avoid assuming that “downloaded online” means free to use. Equally, do not assume that an agency subscription automatically covers every future use by the client or another supplier.
Keep a practical asset register linking each component to its source, licence evidence and any important limitations. This is an administrative tool, not a substitute for legal interpretation, but it makes future review much easier.
AI-generated conceptual scene of organising artwork and licence records. Any visible documents are illustrative.
6. Ask how subcontracted work is handled
The person signing your agreement may not create every part of the project. An agency might work with a photographer, illustrator, developer or editor.
That can be entirely appropriate, but the business should understand how the required permissions reach it. A promise from the main supplier is only useful if the underlying arrangements support the rights being promised.
Ask the supplier to address contributor permissions and third-party materials in a way suited to the project. Legal advisers can help decide what representations, supporting records and remedies are appropriate.
The goal is not to collect every private document in a supplier's business. It is to establish a reliable chain of permission for the assets the client intends to use.
A clean handover explains both what you received and what you may do with it.
Editorial takeaway, not a quotation from a court or client.
7. A fictional example: the packaging redesign
Imagine a small consumer-goods company commissioning new packaging artwork. The brief asks for a front panel, side panels and three size variants. The company expects to use the work with different printers over several years.
The first quotation lists only “packaging design.” During review, the team discovers that the proposed illustration includes a stock element and that editable files are not included in the quoted delivery.
Rather than arguing after the final invoice, the parties clarify the arrangement before production. They identify the final outputs, discuss the intended uses and document the treatment of original and third-party elements.
They also agree on the handover materials: approved artwork, agreed editable files, linked-asset information and the relevant licence records. The printer receives the files needed for the authorised production work.
This example does not establish that any particular clause guarantees ownership or prevents a dispute. It shows how operational questions reveal issues early enough for the parties to make an informed agreement.
8. Keep approval records without confusing them with rights
A message saying “design approved” can help establish which version the client accepted. It may not answer the separate question of copyright ownership or permitted reuse.
Keep final approval records, the agreement, relevant invoices and the delivered files together. Use consistent names so that the approved version can be distinguished from drafts and rejected alternatives.
If the scope changes, document the change. A new animation, additional language or different campaign use may involve new work and new permissions. Treating every later request as automatically included can create avoidable disagreement.
For a longstanding relationship, review whether the original agreement still reflects the current work. A supplier engaged initially for occasional posters may later be producing core brand assets, software or international campaign materials.
9. Plan for the end of the relationship
A supplier relationship should be able to end without the business losing track of its own operating assets. Agree on the practical handover before it becomes urgent.
Identify what will be delivered, when it will be delivered and which access arrangements need to be transferred or closed. Keep confidential business material separate from public portfolio permissions and discuss those permissions explicitly.
Do not assume the business can demand every internal working file or reusable supplier tool. Equally, do not leave essential deliverables undefined. A fair arrangement distinguishes the project outputs from material that was never part of the agreed transfer.
Where a dispute has already arisen, avoid making public accusations or deleting records in frustration. Preserve the relevant material and obtain advice based on the actual documents and circumstances.
AI-generated editorial illustration of an organised creative-asset handover; not an actual IFF Law client matter.
Frequently asked questions
Does paying an invoice settle copyright ownership?
Payment is relevant to the commercial relationship, but it does not provide a universal answer for every kind of work. Review the statutory position, contract and project facts together.
Can a supplier transfer rights in a stock image it does not own?
The supplier can only grant permissions supported by its rights and the applicable licence. Check the actual terms and whether the intended client use is covered.
Is an editable file the same thing as copyright ownership?
No. File delivery and legal rights should be addressed separately. You may need both an appropriate rights arrangement and usable deliverables.
Should every project use the same copyright clause?
A generic clause may miss the asset types, contributors and intended uses. Tailor the review to the project, especially when valuable brand assets or multiple third-party elements are involved.
Before commissioning the next project
Write down the outputs, intended uses, required files and known third-party elements. Then have the proposed arrangement reviewed before production starts.
For businesses discussing creative-work agreements with IFF Law, those practical details provide a stronger starting point than a request for “complete ownership” without context. Clear facts help produce clearer terms.