Intellectual Property of Training Materials: Who Owns the Rights?

A training organization founder who hires a freelance trainer to design a program, slide decks, quizzes, or a training video often starts from a simple assumption: “I’m paying, so I own it.” Under French law, that assumption is wrong. Copyright protects the author of a creation, not the person who commissioned or funded it — and an organization that has not secured a proper rights assignment may find itself unable to reuse, modify, or even keep the materials it thought were its own. Here is how to secure this often-overlooked point, with both employee and freelance trainers.

The principle: the author remains the owner, even if they were paid to create

Article L. 111-1 of the French Intellectual Property Code sets out a simple but poorly understood rule: “the author of a work of the mind enjoys, by the mere fact of its creation, an exclusive intangible property right that is enforceable against all.” An original training material — a structured slide deck, a pedagogical booklet, a case-study script, a video, an interactive quiz — constitutes a work of the mind as soon as it bears the imprint of its author’s personality.

The direct consequence: commissioning and paying for the creation of a material transfers no right over that creation. Neither the training service contract, nor the invoice, nor even a bank transfer amounts to a copyright assignment. Only an explicit assignment clause, inserted in a written contract, can transfer these rights — and the law strictly regulates how it must be drafted.

Employee trainers: no presumption of assignment, except for software

Many organization founders assume an employment contract settles the question for their salaried trainers. This is a common mistake. French copyright law provides for no automatic assignment of an employee’s economic rights to their employer, except in one specific case: software, where article L. 113-9 of the Intellectual Property Code grants the rights to the employer by operation of law when the work is created in the course of the employee’s duties.

For everything else — course materials, exercises, e-learning content, videos — the employer organization must include an explicit assignment clause in the employment contract or an addendum, precisely listing the rights transferred. Without this clause, a salaried trainer legally retains their rights over the materials they designed, even if produced during working hours and with the organization’s equipment.

Freelance or subcontracted trainers: assignment is a negotiation, not a formality

The situation is even more sensitive with a subcontracted trainer or an umbrella-company trainer: there is no employment relationship to soften the strictness of the principle. Without a written assignment, a freelance trainer remains the owner of all rights over their creations, even if the organization defined the specifications, funded the production, and distributed the materials to its trainees for years.

This is precisely the kind of situation illuminated by the economic theory of property rights: in a foundational paper published in 1986 in the Journal of Political Economy, Sanford Grossman and Oliver Hart show that when it is too costly to list every usage right over an asset in advance in a contract, the rights not explicitly allocated — the “residual rights” — default to a single party. French copyright law applies exactly this logic: absent a precise clause, the author, and only the author, retains everything that was not expressly assigned. Hence the interest, for the organization funding the creation, of leaving nothing implicit.

The mandatory terms of a valid assignment clause

Article L. 131-3 of the Intellectual Property Code imposes strict formal requirements: an assignment is only valid if each right transferred is mentioned distinctly, and if the scope of exploitation is defined in terms of extent, purpose, place, and duration. A vague clause such as “the trainer assigns all rights over the materials” is legally fragile. A solid clause specifies:

• Each right assigned individually: reproduction, public communication, adaptation, translation — each listed separately;
• The scope of exploitation: internal use only, distribution to all of the organization’s trainees, resale to third parties, white-label use;
• The purpose: in-person training, remote learning (FOAD), or inclusion in a training catalog;
• Territory and duration: France only or broader, a limited period or the full legal term of protection;
• Identified remuneration, separate from the price of the training service itself, even if included in the same contract;
• The fate of future modifications: the right to adapt, update, or translate the material must be explicitly provided for, otherwise the organization cannot modify it itself without the author’s consent.

The author’s moral right — the right of attribution and the right to respect for the work — remains perpetual, inalienable, and imprescriptible: it can never be assigned, regardless of how the contract is drafted. A trainer can therefore always demand that their name remain associated with a material, even after a full assignment of economic rights.

The Qualiopi angle: what auditors actually check

Qualiopi certification does not require a rights assignment clause as such — it is not one of the 32 indicators in the reference framework. However, two points of contact exist. First, the subcontracting agreement with an external trainer should be complete enough to avoid a contractual gap in case of dispute. Second, the trainer’s competency file documents who produced what, which becomes a useful piece of evidence in case of a dispute over authorship of a material. An audit will never sanction the absence of a rights assignment, but a dispute with a trainer can durably block the use of a core material in your catalog.

What to do in case of a dispute or end of collaboration

The most common scenario: a freelance trainer ends their collaboration and forbids the organization from continuing to distribute the materials they created, because no assignment covered this use after the contract’s end. The organization then has to either renegotiate an assignment after the fact — from a weak bargaining position — or rebuild the material from scratch. The only effective prevention is upstream: negotiate and sign the rights assignment before production begins, never after.

When reusing third-party content (image banks, presentation templates, excerpts from publications), always check the associated license: a license restricted to personal or educational use does not always authorize commercial distribution to paying trainees.

Take action

Securing ownership of your training materials from the moment you launch your organization avoids months of deadlock in case of a falling-out with a trainer. The Complete Kit Certif (€297, 14-day guarantee) includes ready-to-use subcontracting contract templates; the ebook “Create Your Training Organization in 30 Days” (€67) walks you through the essential clauses from your first trainer contracts; and the Complete Pack (€347) combines both resources to secure creation and certification alike.