You paid for the logo, the website, the photos — but what if the rights aren’t yours?
She founded her company three years ago. She had the logo created by a freelance graphic designer: €1,800. The website, by a web agency. The product photos, by a photographer. Three years later, the business is taking off: she wants to redesign her website, reusing the existing visuals. That is where everything gets complicated. The graphic designer, with whom the relationship has cooled, writes to say she never assigned her rights and forbids any further use of the logo. At this stage, my clients’ reaction is always the same: “but I paid for it!” And yet, under French law, paying is not enough.
Paying for the work is not enough to become the owner of the rights
Article L. 111-1 of the French Intellectual Property Code sets out the principle: by the mere fact of creating a work, its author enjoys over that work an exclusive property right, enforceable against all. The same article states that entering into a contract for hire of work or of services — in other words, a commission or a service — “does not entail any derogation from the enjoyment” of that right.
In concrete terms: the graphic designer, photographer, developer or agency you pay remains the owner of the copyright in whatever they create for you. The invoice gives you ownership of the file or of the medium delivered. It does not give you the rights to exploit the work. This rule runs counter to intuition, yet it pervades every creative profession: visual identities, websites, photographs, videos, texts, translations, music, software code. In all these cases, the business that commissions and pays acquires the rights only if a written agreement assigns them explicitly and in compliance with the formal requirements of the Intellectual Property Code.
An assignment must be set out in detail
The Intellectual Property Code does not merely require an agreement: it imposes precise formalities. Under Article L. 131-3, each of the rights assigned must be the subject of a separate mention in the deed, and the field of exploitation must be defined as to its scope and purpose, as to place and as to duration. Four parameters, for each work.
The catch-all clause I so often read in quotes (“all rights are assigned to the client”) meets none of these conditions. A poorly drafted assignment amounts, in practice, to no assignment at all: the client believes they are the owner, but they are not. Another safeguard, laid down by Article L. 131-1: the global assignment of future works is void. A clause purporting to sweep up in advance “all future creations” of a service provider (or an employee) has no effect.
Whatever is not expressly assigned remains held by the creator
The law of authors’ contracts follows a protective logic: whatever has not been expressly assigned is deemed to be retained by the author, and courts interpret assignments strictly, in the author’s favour. Article L. 122-7 illustrates this mechanism: the assignment of the right of performance does not carry with it the right of reproduction, and vice versa; and where a contract assigns one of these rights in full, its scope remains limited to the modes of exploitation provided for in the contract.
The case law 1renders these provisions in the formula:
“Everything that is not expressly granted is automatically retained”.
And the legal authors2 noted that:
“We are in the presence of a genuine general principle of copyright law”.
In concrete terms: visuals commissioned for a printed brochure cannot be freely reused on social media; photos assigned for a website do not cover a billboard campaign; an assignment limited to France does not permit exploitation abroad. Each unforeseen use requires a fresh authorisation, often negotiated at a premium once the commercial relationship has soured and the creations have gained in value.
“But it was my employee who created it”
A second, equally costly misconception. An employment contract does not automatically transfer copyright: the employee-creator remains the owner of the rights in their creations, and the employer must have them assigned in writing, in the form required by Article L. 131-3. The legislature has provided one notable exception: the economic rights in software created by employees in the performance of their duties vest in the employer (Article L. 113-9). But this vesting concerns software alone: the salaried graphic designer, the salaried designer in the design office, the salaried copywriter, the salaried videographer all remain the owners of their rights until they have assigned them.
The regime of the collective work, often invoked by employers, can indeed vest in the company the rights over a creation produced at its initiative and published under its name, where the individual contributions merge into a whole without it being possible to attribute a separate right to each contributor. But its conditions are strict and assessed case by case by the courts: it is better not to build your intellectual-property policy on this classification alone.
What you actually risk
Exploiting a creation without a valid assignment means exploiting it without any right to do so. The creator can have the exploitation prohibited and claim damages on the basis of infringement. In the matters I handle, the problem almost always erupts at the same moments: during a website redesign, a change of agency, on the occasion of an unpaid invoice that poisons the relationship, or during a fundraising round or a sale of the business, when legal due diligence reveals that the company does not own its own visual identity. The balance of power is then reversed: the service provider knows you can no longer back out and will charge a premium to regularise the assignment.
How to secure or salvage the situation
Upstream, the solution comes down to a single clause: the quote, the commission contract or the general terms and conditions must include a compliant assignment, specifying the rights assigned (reproduction, performance, adaptation), the media and modes of exploitation, the territory, the duration and the corresponding remuneration. The right time to negotiate it is before settling the invoice, not after.
For what already exists, all is not lost: an audit of the creations being exploited makes it possible to identify the missing rights, then to regularise the position through an amendment or a supplementary assignment deed. This is almost always feasible so long as the relationship with the creator remains good. It is rarely simple once a dispute has arisen.
The client mentioned in the introduction ultimately negotiated an assignment deed with her graphic designer, in return for reasonable additional remuneration. The matter cost her a few weeks and the drafting of an amendment. Had the clause featured in the original quote, it would have cost her nothing at all.
And what if your service provider creates with AI?
The question now arises in almost every project. If your agency or your graphic designer produces visuals with the help of a generative artificial intelligence, the problem changes in nature: an image generated without human creative input is, in principle, not protected by copyright. No one can then assign you the rights to it — but nor can anyone guarantee you exclusivity over it: the same visual, or a very similar one, may come out of the tool for anyone else.
The contract must therefore address the issue head-on: transparency from the service provider about the tools used, a warranty as to the original character of the creations delivered, a warranty against eviction in the event of third-party claims, and the treatment of any delivered elements that would not be protectable. A perfectly drafted assignment assigns nothing if the subject matter assigned is not protected.
LAZULI supports businesses and creators
The firm LAZULI acts on both sides of these contracts: for businesses that commission creations (rights audits, drafting of assignment clauses, regularisation of existing situations, defence in the event of a cease-and-desist letter) as well as for creators who wish to monetise their rights without dispossessing themselves. These engagements are the subject of consultations at defined costs, announced before any work begins. Let us talk about it before the question arises in contentious terms.
Jérémie LEROY-RINGUET, July 2026
