Who Owns the Code? IP, NDAs and Handover
Founders discover ownership problems at the worst moments: due diligence, a vendor dispute, a hiring handover. Five minutes on these points at signing avoids all of them. This is general guidance, not legal advice — have your lawyer review your contract.
- Published
In the contract
- An explicit assignment of all IP created for the project to you, on payment.
- A licence for any pre-existing components the vendor reuses, perpetual and transferable.
- Confidentiality covering your data, ideas and business information.
- A clause listing third-party and open-source components and their licences.
Accounts in your name from day one
- Code repositories under your organisation.
- Cloud hosting account owned and billed to you.
- Domain names and DNS.
- App store developer accounts.
- Third-party API and AI provider accounts.
The vendor gets access as a member, which you can revoke. Nothing important should live in the vendor’s personal accounts.
Open-source licences
Almost every product uses open-source libraries. Most licences are permissive; a few impose obligations if you distribute the software. Ask for a list of dependencies and their licences at handover, which also helps in due diligence.
At handover
You should receive the source code, documentation, environment configuration, credentials transfer and a walkthrough recording. We cover this in detail in our handover checklist.
Frequently asked questions
When does IP transfer?
Commonly on payment for each milestone. Make sure the clause says so explicitly.
Can the vendor reuse my code?
Not code specific to your product, if the assignment is written properly. Generic utilities may be licensed back to them.
Do you sign NDAs?
Yes, before detailed discussions, and every team member is bound by confidentiality.
