Rights to Work Created by Employees and Freelancers: What to Put in the Contract
25.10.2026
An employee wrote a program, a freelancer built a website, a designer drew a logo. You paid for all of it, but that does not yet mean the rights to the work are yours. Here is how Kazakhstan law splits the rights between the company, the employee and the contractor, and what to put in the contract.
The 30-second summary
Economic rights to a work an employee created in the course of their job duties or on the employer’s assignment belong to the employer, unless the contract between them provides otherwise (Article 14 of the Law of the Republic of Kazakhstan “On Copyright and Related Rights”). The rights to a freelancer’s work stay with the freelancer until you obtain them under a written contract (Articles 31–32). Authorship always remains with whoever created the work, so what matters is exactly which rights were transferred to you and on what terms.
This is general information, not legal advice on your specific case. We checked the provisions against the texts of the laws, linked at the end of the article. It is best to show your actual contract to a lawyer.
Two situations almost every business runs into
The first. An employee worked at the company for two years, wrote an in-house program or built a client database, then quit and took it with them. The manager is sure everything belongs to the company because the work was paid for with a salary. The employee is sure the work is theirs because they did it.
The second. A freelancer made a website, a logo or a video. You paid, everything works. A year later you part ways, and they demand extra payment, forbid you to use the website or offer the same work to your competitor. The contract was one page long, or there was none at all.
In both cases the answer depends on three things: who created the work, on what basis, and what the contract says.
Employee and freelancer: who holds which rights
The key difference is the legal basis: an employee works under an employment contract, a freelancer under a civil-law contract. This determines who holds the economic rights by default. The provisions below are from the Law of the Republic of Kazakhstan “On Copyright and Related Rights”.
| Question | Employee (work made for hire) | Freelancer (copyright agreement) |
|---|---|---|
| Who holds the economic rights | The employer, unless the contract provides otherwise (Art. 14(2)) | The author, until they are transferred under a contract (Art. 32(4)) |
| Is a separate transfer of rights needed | No, the employer holds the rights by law, but the contract may provide otherwise | Yes, by a written contract (Art. 31(1), Art. 32(11)) |
| What the company gets | Rights to what was created in the course of job duties or on assignment | Only the rights expressly named in the contract; the rest are deemed not transferred (Art. 32(4)) |
| Exclusive or non-exclusive rights | Exclusive (Art. 14(2)) | Non-exclusive, unless the contract expressly provides otherwise (Art. 31(4)) |
| Term and territory | The law does not require them | Without a term, the author may terminate after one year (Art. 32(2)); without a territory, the right is valid only in Kazakhstan (Art. 32(3)) |
| Authorship and the author’s name | Remain with the author and cannot be transferred (Art. 14(1), Art. 15(4)) | Remain with the author and cannot be transferred (Art. 15(4)) |
| Right of disclosure and withdrawal | Does not apply (Art. 15(1)(4) and 15(2)) | Belongs to the author (Art. 15) |
| If there is no contract | The employer uses the work, but has to prove it was made in the course of duties or on assignment | The rights are not transferred: the author may prohibit use or give the work to someone else |
Whenever a work made for hire is used, the employer may state its own name or require it to be stated (Art. 14(3)).
An employee’s work: works made for hire and the employment contract
The law defines a work made for hire as one created in the course of performing job duties or an assignment from the employer (Art. 14(1)). It may be a computer program, including its source code (Art. 7(1)(12) and 7(2)), a design, a text, or a database if the selection or arrangement of its materials is the result of creative work (Art. 7(3)(2)).
What the law gives the employer, and where its position is weak:
- Protection by law. The economic (exclusive) rights to a work made for hire belong to the employer (Art. 14(2)).
- The weak spot. If the work was not part of the employee’s duties and was not assigned, the employee will say they made it on their own, and the court will look at the documents.
- Freedom of contract. The contract with the employee may provide otherwise (Art. 14(2)). So the wording of the employment contract, the job description and internal orders must not contradict one another.
A single line saying “all rights belong to the employer” is not enough. What to set out:
- A list of work results in the employment contract and job description: code, databases, mock-ups, texts, documentation. An employment contract sets out the rights and duties of the parties, and by agreement it may include other terms (Article 28 of the Labour Code of the Republic of Kazakhstan).
- How tasks are assigned. Tasks go through company channels (a task tracker, email), so that you can later show the work was done on assignment.
- A clause on economic rights: which rights to which results belong to the company, including the right to modify, develop and use the work without the author’s consent.
- A duty to hand over the result: source files, repository, access credentials and accounts belong to the company only, not to the employee’s personal email.
- What cannot be taken away: authorship and the author’s name remain with the employee and cannot be transferred (Art. 15(3)–(4)). On the other hand, the right of disclosure and withdrawal does not apply to works made for hire (Art. 15(1)(4) and 15(2)).
If the work goes beyond the employee’s duties and there was no specific assignment, it is safer to document it with a copyright agreement, following the rules in the next section.
A freelancer contract: three terms without which the rights will not pass
Commissioned work is documented with a commissioning copyright agreement: the author undertakes to create a work and hand it over to the client. Such an agreement must set the period within which the work is handed over and provide for the transfer of the economic rights to use it (Art. 33(1)). The agreement itself must be in writing (Art. 31(1), Art. 32(11)).
Term 1. Transfer of exclusive rights. The author transfers the exclusive economic rights to the result to the client. The word matters: rights under a copyright agreement are deemed non-exclusive unless the agreement expressly provides otherwise (Art. 31(4)). And non-exclusive rights mean the author may allow others to use the same work as well (Art. 31(3)).
Term 2. Scope, term and territory. The agreement must list the ways of use (website, advertising, marketplaces, print, modification), the term and the territory, as well as the amount of remuneration and how it is paid (Art. 32(1)). Whatever is not named is deemed not transferred (Art. 32(4)).
Term 3. Warranty and onward transfer. The author confirms they created the work personally and did not infringe anyone else’s rights. And separately allows the client to transfer the rights to other persons, for example when selling the business: without an express provision in the agreement this is not allowed (Art. 32(7)).
What the law says about each term and what happens if it is left out:
| Term | Provision | If it is missing |
|---|---|---|
| Form of the agreement | Art. 32(11) | The agreement must be in writing; terms contrary to the law are void (Art. 32(10)) |
| Ways of use | Art. 32(1)(1) | Rights not named are deemed not transferred (Art. 32(4)) |
| Term | Art. 32(1)(2) | The author may terminate the agreement after one year with three months’ written notice (Art. 32(2)) |
| Territory | Art. 32(1)(2) | The right is valid only in Kazakhstan (Art. 32(3)) |
| Exclusivity | Art. 31(3)–(4) | The rights are deemed non-exclusive |
| Remuneration | Art. 32(1)(3), 32(6) | A mandatory term is missing; remuneration is set as a percentage of income or, where that is impossible, as a fixed sum or otherwise (Art. 32(6)) |
| Transfer of rights to third parties | Art. 32(7) | Not allowed unless expressly provided |
| Ways of use unknown at the date of the agreement | Art. 32(5) | They cannot be transferred in advance |
| The author’s future works | Art. 32(8)–(9) | Rights to future works cannot be transferred (except under Articles 14 and 33), and a ban on the author creating works on the subject is void |
| Deadline for delivering the work | Art. 33(1) | A mandatory term of a commissioning agreement |
| Liability of the parties | Art. 32(13), Art. 33(3) | The party in breach compensates losses, including lost profit; an author who fails to deliver compensates actual damage |
A special case is programs and databases in digital form: when copies are sold or access is given to mass users, the law allows other forms of agreements (Art. 32(12)). This does not apply to custom development: you need an ordinary written agreement.
We showed how this works with a logo in the article “Who Owns a Logo Made by a Designer“. A contract lawyer can draft a freelancer agreement or review an existing one.
Client database and source code: what protects them besides copyright
Copyright protects the form: the text of a program, a design, the selection and arrangement of materials in a database (Article 7 of the Copyright Law). But it does not extend to ideas, methods, systems and processes (Art. 6(4)). So a client list, prices, sales techniques and process “secrets” are protected by other tools.
Trade secrets. Under Article 126(1) of the Civil Code of the Republic of Kazakhstan, information is protected if it has commercial value because it is unknown to third parties, there is no free lawful access to it, and its holder takes measures to protect its confidentiality. If there are no such measures — no list, no non-disclosure agreement, everyone has access — it is hard to prove that the client database was a secret.
The employment contract. An employee must not disclose commercial or other legally protected secrets that became known to them through work (Article 22(2)(6) of the Labour Code). You can also sign a non-compete agreement with an employee: they undertake not to take actions that could harm the employer. The parties set the restrictions and conditions, and the list of positions eligible for such agreements is approved by an act of the employer (Article 29 of the Labour Code).
Liability. Under Article 126(2) of the Civil Code, an employee who disclosed a secret contrary to the employment contract, and a counterparty who disclosed it contrary to a civil-law contract, must compensate the damage. Under labour law, an employee as a rule compensates direct actual damage (Article 123(3) of the Labour Code), and the full amount only in the cases listed in Article 123(8), including breach of a non-compete condition. For a freelancer or contractor it is safer to set a penalty and the compensation procedure in the contract itself.
| What we protect | How | What to do in practice |
|---|---|---|
| Source code, design, texts | Copyright (Art. 7, Arts. 31–32) | A rights transfer agreement, an acceptance certificate, a repository owned by the company |
| Client database, price lists, partner terms | Trade secret (Civil Code, Art. 126) | A list of confidential information, a non-disclosure agreement, role-based access |
| The way the business is run, sales methods | Not protected by copyright (Art. 6(4)); protected as a secret and by contracts | A confidentiality policy, a non-compete agreement (Labour Code, Art. 29) |
| Clients’ personal data in the database | Law on Personal Data (Art. 25(2)(2)) | Restricted access, the employee’s duty to keep the data confidential |
| Access to servers, accounts, the domain | Contract and handover procedure | Accounts registered to the company, not to the contractor’s personal email |
A separate word on personal data: if your database contains clients’ data, you must take legal, organisational and technical measures to protect it (Article 25(2)(2) of the Law “On Personal Data and Their Protection”). Handing such a database to a freelancer without a confidentiality agreement is a risk not only for the business but also towards the clients themselves.
Checklist: what to check in one evening
- Every employee who creates texts, code or designs has an employment contract with a clause on rights to works made for hire (Article 14 of the Copyright Law).
- Contracts with freelancers and contractors are signed, not just invoices paid: without a written agreement the rights will not pass (Art. 31(1), Art. 32(11)).
- The contracts state the ways of use, term and territory (Art. 32(1)–(4)): whatever is not named is deemed not transferred.
- An acceptance certificate is signed for each stage of work, and the source files are kept.
- Accounts, domains, hosting and repositories are registered to the company, not to contractors’ personal emails.
- There is a list of information constituting a trade secret and non-disclosure agreements with everyone who has access to it (Civil Code, Art. 126).
- Contracts with contractors set a penalty and the procedure for compensating damage.
What to do if the rights were never documented
If the work was done without a contract, or the contract does not cover the ways of use you need, the situation can usually be fixed while the author is reachable and there is no conflict.
- Sign an agreement or an addendum on the transfer of rights. Use the real date: a backdated contract creates new risks.
- If the author cannot be reached, record where and how the work is used and assess the risk: sometimes replacing the material is cheaper than a dispute.
- If an outsider uses the work, people usually start with a claim letter. In court, the right holder may claim compensation of 100 to 15,000 MCI (monthly calculation indices) instead of losses (Art. 49(1)(6) of the Copyright Law), and before the case is heard the judge may prohibit the defendant from making and using copies presumed to be counterfeit (Art. 49(2)).
- If an employee left and took the database or code, preserve the evidence — access logs, correspondence, exports — and see a lawyer before the first claim: this determines how you will prove the damage.
In all these cases evidence and timing matter, so do not put it off.
Contact KORGAN
KORGAN law firm has been in business since 2014. Its founder Saken Eshmuratov is responsible for the overall management of the firm, while a team of lawyers handles contracts, reviews and disputes. On this subject the team will:
- review your employment and freelancer contracts to see where the rights end up;
- prepare a rights transfer agreement with the ways of use, term and territory you need;
- draft a trade secret policy, non-disclosure agreements and a non-compete agreement;
- help if your work is already being used without permission or an employee took the database — more on the copyright protection page.
The first consultation is free: we will look at your situation and tell you what can be fixed.
Phone and WhatsApp: +7 700 500 05 53
Or message us on WhatsApp. Other contacts are on our contacts page.
We checked the provisions against the Law of the Republic of Kazakhstan “On Copyright and Related Rights”, Article 126 of the Civil Code, the Labour Code and the Law “On Personal Data and Their Protection”.
Frequently asked questions
Who owns the rights to a work created by an employee?
Authorship stays with the employee, while the economic rights to a work made for hire belong to the employer, unless the contract between them provides otherwise (Article 14(2) of the Law of the Republic of Kazakhstan “On Copyright and Related Rights”). A work made for hire is one created in the course of job duties or on the employer’s assignment.
Is a separate contract needed if the work goes beyond the employee’s job duties?
Yes. If the work was not part of the employee’s duties and was not assigned, it is not a work made for hire, so it is safer to document the rights with a written copyright agreement (Articles 31–32).
Do the rights pass if I simply paid the freelancer?
No. Paying for the work and transferring the rights are different things. A transfer requires a written agreement naming the ways of use, the term and the territory (Art. 31(1), Art. 32(1) and 32(11)).
Can I secure the author’s future works or forbid them to work on the subject?
No. Rights to works the author will create in the future are not transferred under a copyright agreement, except for works made for hire and commissioned works (Art. 32(8)), and a term restricting the author from creating works on the subject is void (Art. 32(9)). Your interests can be protected in other ways: a trade secret regime, a non-disclosure agreement, restricted access.
Is a client database protected by copyright?
Only as a compilation — for the creative selection or arrangement of materials, not for its content (Art. 7(3)(2)). The content of the database is better protected by a trade secret regime (Civil Code, Art. 126(1)).
What is the risk if the rights to a work were never documented and you are using it?
The author may claim infringement. The court may award losses or, instead, compensation of 100 to 15,000 MCI, and before the case is heard it may prohibit the use of copies presumed to be counterfeit (Art. 49).