Who Owns Your Code? IP and Ownership Clauses in Software Contracts

Why this matters more than the price

Companies discover ownership problems at the worst time: when changing vendor, raising money, or selling the business. Investors and acquirers will ask who owns the code and whether the company can operate without the original developer. The answer is decided in the contract.

Terms to look for

If a vendor reuses its own framework, you need a licence that survives the end of the relationship.

• Assignment of intellectual property in all code, designs, and documentation to your company
• Delivery of source code to repositories you own, continuously and not only at the end
• Cloud, domain, app store, and third-party accounts registered in your company’s name
• A list of third-party and open-source components and their licences
• Clarity on any reusable vendor components and the licence you receive for them

Exit and handover

These cost little to agree at the start and can be very expensive to negotiate later.

• An obligation to hand over code, documentation, credentials, and knowledge if the contract ends
• A reasonable transition period with support
• No fees or delays to release your own assets

Check what you already have

If your product is already built, confirm today that you can access the repositories, cloud accounts, and app store listings with your own credentials. Many companies find they cannot.

Get the right advice

A technology advisor can review the technical side of a contract and spot practical gaps; a lawyer should draft and confirm the legal terms under the applicable law. Both are cheaper than a dispute.