Learn/Tech Contracts and Intellectual Property
Employment, Contractors, and IP Assignment
About 16 minutes
Tech & Counsel provides education only. Nothing on this site is legal advice, and nothing here creates a solicitor–client relationship.
It is easy to assume that paying for a build means owning it. The curriculum’s working rule is harsher, and it matches the previous lesson: copyright starts with the author. Employment may carry some of the work done in the course of a job. Contractors, freelancers, and agencies are where that assumption fails. A paid contractor who never assigned the code may hold the copyright, with the company left holding a licence nobody wrote down.
The picture the source uses is blunt. Developer writes code. No assignment is signed. Developer keeps the copyright, even after a large fee. The company has, at best, an argument about an implied permission to use what it paid for. That is a poor asset to take into a financing.
What the assignment has to do
Sign it before the first commit, with every founder, employee, and contractor who will touch the repository.
Present-tense assignment. “Hereby assigns” moves the rights now. “Agrees to assign” can leave you needing a second document later. Use the present tense on purpose.
The repository, named. Tie the transfer to the commits, branches, and documents in a stated repository. The legal object and the digital object become the same object.
Moral rights. The author’s right to be named, and to object to changes, sits badly with code that ten people will rewrite. The curriculum asks for a waiver so a later refactor is not a fresh dispute. Check how far a waiver travels under the current copyright statute before you treat a foreign clause as local.
Do this for founders as well as for vendors. A founder who wrote the first version and then falls out with the company is the same problem in a more expensive room.
Create a free account to mark this lesson complete.