Most disputes over custom metal gifts are not about money. They are about an assumption that was never written down: that because a buyer paid for the products, the buyer owns the design, and that because the factory made the mould, the factory keeps it. Both assumptions are often wrong, and in different jurisdictions they fail in different ways. This guide sets out who owns a metal souvenir design, artwork and tooling under the copyright law of the United Kingdom, the United States and China, what happens to the physical mould, and which clauses belong in the purchase order.
Three different assets, three different rules
“Ownership” covers three things that are often bundled together and governed by different rules. A buyer who treats them as one asset ends up with gaps in whichever area the contract leaves uncovered.
The first is the artwork: the two-dimensional drawing, the photograph, the logo file, the map, the illustration, the text. The second is the design: the three-dimensional form, which may be new or derived from existing artwork. The third is the tooling: the physical mould, die or model from which the parts are cast, together with the assets locked into it.
Artwork and design are governed by copyright law and by contract. Tooling is governed mainly by contract, with a few overlay rules from the law of sale. Keeping the three apart is the most useful thing a buyer can do, because the default answer for each differs.
One further asset deserves a mention, because buyers most often forget it: the know-how in the factory. If the buyer supplies the artwork and the factory supplies everything else, the factory has developed manufacturing knowledge in the process. That knowledge is usually not something the buyer can take away, and a contract promising otherwise creates a dispute rather than preventing one.
Copyright in the United Kingdom
UK copyright law starts from a default that surprises buyers. Under section 11 of the Copyright, Designs and Patents Act 1988, the author is the first owner of the copyright. For most commissioned metal gift work the author is not the buyer and not necessarily the factory either, but the individual who created the design. Buyers commissioning from a studio and from a factory start in the same position: they do not own the copyright automatically.
Section 11(2) provides the exception that matters here: where a work is made in the course of employment, the employer is the first owner, subject to an agreement to the contrary. Where the designer is the factory’s own employee, the factory is therefore the first owner of the copyright and can grant the buyer rights in it.
That is why the employment arrangement matters. When a buyer asks a factory to originate a design, the factory owns the copyright and licenses the buyer. When the buyer supplies the artwork, the buyer already owns it and the factory needs no licence to reproduce it, provided it is authorised to do so.
How the rights move between the parties is a matter of contract. Section 90 requires that an assignment of copyright be in writing and signed by or on behalf of the assignor. A purchase order saying “all designs and artwork become the buyer’s property on payment” satisfies that if it is signed and identifies what is assigned. An email saying “please go ahead” does not.
Copyright is not the only right in play. Section 77 gives the author the right to be identified as the work’s author, and section 79 provides exceptions, including where the work has been modified. For a metal souvenir the point is practical: the buyer’s name will normally be on the product rather than on the design file, and the factory should be told whether it may put its own name in the tool.
Copyright in the United States
The US rules are structured differently, and the difference matters for anyone buying from a factory outside the country. Under 17 U.S.C. §201(a), the employer or commissioning party is considered the author of a work made for hire, unless the parties have expressly agreed otherwise in a written instrument signed by them. That is the “work made for hire” doctrine, and it is how a US brand can own the design a Chinese factory draws for it. The categories and default rule are set out in 17 U.S.C. §201.
Two conditions matter. First, the agreement must be in writing and signed, which 17 U.S.C. §204(a) requires for any transfer of an exclusive right. Second, the arrangement must actually constitute a work made for hire, and a commissioned work qualifies only if it falls into one of nine statutory categories. A work contributed to a collective work is the classic case where the default rule applies instead, so the designer owns the copyright unless the parties agree otherwise in writing.
Because the categories and the default rule pull in different directions, the written agreement decides the outcome. A document stating that the design is “work made for hire” and assigning all rights to the buyer, signed by both parties, settles authorship and transfer at once.
There is also a moral rights question, handled differently from the UK. Under 17 U.S.C. §106A, authors of visual art have certain rights that cannot be transferred, including the right to disclaim authorship and to prevent modification prejudicial to their reputation. Its application to industrial designs is limited and fact-specific, which is why it belongs in the contract rather than being assumed irrelevant.
Copyright in China
China is where the factory typically is, and the Chinese Copyright Law is the statute that actually governs the contract between a Chinese manufacturer and a foreign buyer. Article 3 lists the protected work categories, and among them are “工程设计图、产品设计图、地图、示意图等图形作品和模型作品”, that is engineering design drawings, product design drawings, maps, schematic drawings and model works. A mould design for a metal souvenir falls squarely inside that list. The full text is published by the National People’s Congress at the NPC website.
Article 19 addresses the situation that matters most here. For a work created on commission, copyright ownership is determined by agreement; where the contract makes no clear stipulation or there is no contract at all, the copyright belongs to the commissioned party. The default therefore runs against the buyer: a Chinese factory that draws a design for an overseas customer and receives no written agreement will normally own the copyright in it.
Article 20 is the provision buyers most often misunderstand. Transfer of the physical original of a work does not in itself transfer the copyright. Buying the original does not buy the rights in it, and the design file is not the same thing as the piece cast from it. A factory handing over a 3D file and finished samples has not, by that act, transferred the copyright.
Articles 26 and 27 set the formalities for the two routes by which the buyer can acquire the rights. Article 26 lists the main contents of a licence contract: the type of rights licensed, whether the licence is exclusive, the territory, the duration, the remuneration and the method of payment. Article 27 requires a transfer contract to be concluded in writing, with the main contents set out in it. Article 29 closes the loop: for rights not expressly granted, the other party may not exercise them. If a contract grants a licence but does not expressly reserve a right, who may use the design elsewhere becomes a matter of argument.
Who owns the physical mould
Copyright settles the rights in the design. It does not settle who owns the steel. The mould is a physical asset, dealt with by the law of sale rather than copyright law, and that distinction surprises people who assume the two follow each other.
Under the Sale of Goods Act 1979, section 18 sets out rules for ascertaining the intention of the parties as to when property in the goods passes, expressly subject to their’ own intention. Where there is no agreement, the rules that follow govern, including the rule that in an unconditional contract for the sale of specific goods in a deliverable state, property passes when the contract is made. Section 17 sets out the principle, that property is not intended to pass until the parties intend it to.
Applied to a mould, the practical question is whether it is specific goods in a deliverable state at the point of sale, and whether the parties agreed to transfer property when the contract was made. A tooling invoice reading “tooling charge, mould owned by buyer” makes the intention explicit. Without such a statement, the default rules decide.
The separate question is what happens to the mould at the end of the programme. There are three realistic arrangements, and the buyer should choose one deliberately rather than leave it to a general clause.
| Asset | Default position if the contract is silent | Clause to include |
|---|---|---|
| Buyer-supplied artwork (logo, photo, map, text) | Buyer already owns the copyright; factory has an implied licence to reproduce it for the order | Confirm the factory may reproduce it for this order only, not for other customers or its own catalogue |
| Factory-originated design (factory draws it) | Under UK CDPA s.11 the author is first owner; if the designer is the factory's employee, so is the factory. Under Chinese Copyright Law Art. 19, absent a written agreement the copyright belongs to the factory | Signed assignment to the buyer, or an exclusive licence in defined territories and categories |
| 3D design file in the buyer’s format | Delivery of a file is not by itself an assignment; under Chinese Copyright Law Art. 20 transferring the original does not transfer the copyright | State that delivery constitutes assignment, or grant a licence |
| Physical mould, die or model | Governed by contract and the Sale of Goods Act 1979 rules on passing property; silent contracts fall back on defaults | State who owns the mould, where it is stored, who maintains it, and what happens on the last order |
| Tooling drawings and the tool marks | Follows the design and the mould respectively, so it needs its own wording | Confirm the tooling drawings are delivered in editable format, and that the mould carries no factory mark without written agreement |
| Process know-how developed during production | Remains with the factory; it cannot realistically be transferred | Carve know-how out of any assignment, and put a confidentiality clause on it instead |
On the last two rows the buyer’s interest is commercial rather than protective. A brand that photographs its own souvenir line needs the right to use those images in a retail catalogue, and the person holding the copyright may be the factory that took them on its own phone. The same is true of the factory’s name in the mould. Both are cheap to settle at the beginning.
Clauses that belong in the purchase order
The following list is written to be lifted into a purchase order or a short manufacturing agreement.
Definition of the supplied materials. State exactly what the buyer supplies: artwork files with formats and resolutions, logo files, text, reference photographs, and the licence identifiers granted with each. A logo from a third-party licensing programme often carries conditions on use the buyer must pass down.
Ownership of buyer-supplied artwork. State that the buyer owns it, and that the factory receives a non-exclusive, non-transferable licence to reproduce it solely for the manufacture and delivery of the ordered goods.
Ownership of factory-originated designs. State whether the factory originates the design. If it does, state whether the copyright is assigned outright or licensed, and if licensed, for which territories, categories and how long. If the factory will not assign, the alternative is a licence letting the buyer keep ordering the same product without renegotiation, often the real commercial requirement.
Assignment formalities. Make the assignment conditional on payment, and require it to be signed and dated by both parties. Under UK law an assignment of copyright must be in writing and signed; under Chinese law a transfer must be concluded in writing; under US law the transfer of an exclusive right must be in a signed writing. One clause satisfies all three, and it should say which rights are assigned and which retained.
Employee and subcontractor contributions. State that the design is produced by the factory’s employees or by named subcontractors who assign to the factory, and that the factory passes on the necessary rights. Without this, a freelance designer leaves a gap the buyer cannot close.
Tooling ownership and location. State who owns the mould, where it is kept, who may use it, and who pays for maintenance. Ask for the mould to be marked with the buyer’s reference so its location is verifiable, and bar its use for other customers without written consent.
End of programme. State what happens to the mould on the final order: returned, retained on the buyer’s behalf, or destroyed. If retained, say where, for how long, and at whose cost maintenance sits. If the buyer wants the option of moving production, say so at the start, because changing it later requires the factory’s agreement on terms the buyer will not choose.
Confidentiality of the buyer’s design. State that the factory will not show the design to third parties, will not quote it to other customers, and will not include it in its showroom or catalogue. This is a different obligation from copyright ownership, and it protects a design before it has been registered anywhere.
Use of the buyer’s name in the factory’s references. State whether the factory may list the buyer as a client, and whether it may photograph the finished product for its own use. A small clause, and the one most often left out.
What a factory can and cannot do for you
A practical point closes this out, and it is worth stating plainly to buyers who expect a factory to resolve IP questions for them. A manufacturer is well placed to say what it believes about ownership and to prepare the documents in the right form. It cannot determine who owns your trademark, cannot clear a design against a third party’s registered rights, and cannot give you copyright in a piece it did not create. What it can do is make the ownership position explicit in writing when the order is placed, which separates a clean file from a dispute later.
Buyers who want the clearance side of this covered separately should read our guide to trademark licensing for custom metal souvenirs, which deals with the marks rather than ownership of the artwork. Our article on OEM and ODM metal gift programmes covers how the brand and factory relationship is normally structured, and the prototype approval process is where the design is normally frozen, the natural moment to settle the ownership wording. The cost of bringing in a new supplier is covered in how to choose a metal gifts manufacturer.
Questions buyers ask about design ownership
If I pay for the product, do I own the design?
Not automatically. Paying for manufacture does not transfer the copyright in the design the goods were made from. In the UK the author is the first owner under section 11 of the 1988 Act, and in China Article 19 puts the copyright with the commissioned party where the contract is silent.
What if I send the factory my own artwork?
You already own that copyright, and the factory needs no licence to reproduce it for your order, provided it is authorised to do so. You still need a written prohibition on the factory using your artwork for other customers or its own marketing, because permission to make your goods is not permission to sell your logo to someone else.
Does it matter which country the contract is signed in?
It matters which law governs, and that choice is usually expressed in the contract itself. In practice a contract governed by Chinese law with a Chinese factory and an English-language manufacturing agreement recording the same arrangement is workable, because the key requirement under both systems is a signed written instrument. An informal exchange of emails is not, since neither the UK section 90 requirement nor the Chinese Article 27 requirement is satisfied without a signature.
Who owns the mould?
Whoever the contract says. Copyright law does not determine it, and the Sale of Goods Act 1979 defaults depend on the structure of the transaction. If the mould was created as part of the order and paid for as a tooling charge, the sensible arrangement is that the buyer owns it, and the contract should say so along with where it is kept.
Can I take the design to another factory later?
That depends on whether you hold the copyright or a licence that permits it. With an assignment, you can instruct another manufacturer to reproduce the design from your file. With a licence limited to the factory’s own production you cannot, and you should say so at the outset if it matters, because it changes the price you should accept.
The pattern across all three systems is consistent enough to be useful. Copyright in the design is allocated by law unless the parties agree otherwise in writing, the agreement must meet a formality requirement, and the physical assets follow the contract. A buyer who writes those three points down at the first enquiry, in a document both parties sign, has removed the most common source of dispute here.