Notes / Software & IP
Who owns code written by a contractor under English law?
Paying for software development does not, by itself, transfer copyright to the client. For code written by an independent developer, the starting point is usually that the developer owns the copyright. A signed assignment can change that position. Where a development company supplies the work, the answer also depends on how that company obtained the rights from the people who wrote it. CDPA, section 11; section 90.
In a contract review, I would turn that headline into four checks: who created the code, what transfers the rights, which components are excluded, and what the client actually receives at handover.
This note concerns UK copyright from the perspective of the law of England and Wales. It assumes human-authored code; it does not resolve ownership of every kind of intellectual property or AI-generated output. Overseas contributors and rights in other countries need separate consideration.
Start with the people who wrote it
The Copyright, Designs and Patents Act 1988 treats a computer program as a literary work. The author is generally the person who creates the work. Those rules lead the review back to the developer, even if the invoice bears an agency's name. CDPA, section 3; section 9.
There is an important employment exception: when an employee creates the work in the course of employment, the employer is normally the first copyright owner, subject to an agreement to the contrary. An independent contractor does not fall within that exception simply because the client paid for the work. The actual relationship and circumstances matter. CDPA, section 11; IPO guidance on ownership.
For a development company, I would ask for a short contributor map: employees, individual freelancers and subcontracting companies. Then connect each contribution to the relevant employment terms or assignment. A supplier's promise that it owns the deliverables is useful, but the review should also establish the basis for that promise. Ask for proportionate evidence rather than assuming the client-facing contract answers every upstream question.
Find the transfer in the signed documents
Section 90(3) requires a copyright assignment to be in writing and signed by or on behalf of the assignor. Locate the executed agreement and incorporated schedules, identify the transferring entity, and read the operative words. An unsigned template is not evidence that the transfer was completed. CDPA, section 90.
Next, match the defined deliverables to the actual project. Does the definition cover the code already produced, later releases, documentation and agreed modifications? Check timing too: the parties may intend transfer on creation, acceptance or payment. If ownership waits for payment, address the client's permitted use before that event and the effect of a disputed invoice.
Future work needs attention because the code may not exist when the contract is signed. Section 91 provides for future copyright to vest under a signed agreement purporting to assign it when the statutory conditions are met. A review should distinguish language that effects a transfer from language that merely promises another document later; the whole agreement still matters. CDPA, section 91.
For illustration, a reviewer might change:
“The Contractor will assign copyright in the Deliverables to the Client.”
To:
“The Contractor hereby assigns to the Client all existing copyright, and by way of present assignment all future copyright, in the Deliverables.”
This illustrates the transfer mechanism only. It is not a complete clause: scope, exclusions, timing, consideration, signatures and rights held by contributors still need to fit the transaction. It also assumes the agreed commercial position is an assignment, rather than a licence.
Separate project code from reusable components
A bespoke application may contain a supplier's existing framework, open-source packages and commercially licensed components. Treating everything in the repository as newly created project code can make the ownership clause misleading.
As a practical drafting exercise, build a component schedule with three categories: code to be assigned; supplier materials to be licensed; and third-party materials governed by their own terms. For retained supplier materials, check whether the licence supports the client's intended operation, modification, maintenance and use of replacement developers. For third-party components, identify the applicable licences and any relevant distribution or source-code obligations.
An assignment of the supplier's copyright cannot supply rights that belong to someone else. The aim is to make the delivered application usable on the agreed terms, with the exceptions visible. IPO guidance on using another person's copyright.
Check what happens if the contract is silent
Silence does not necessarily leave the client without permission to use the software. The Intellectual Property Office explains that a commission may give rise to an implied licence for the purpose for which the work was commissioned. That can be limited and non-exclusive; it does not necessarily transfer ownership. IPO guidance on commissioned works.
That possibility is a reason to investigate the agreement and circumstances, not to assume the client can sublicense, sell or repurpose the software. If the business needs those uses, record them expressly.
Finish with a handover check
The ownership review should end with something the project team can verify:
- People: who contributed, and how did the supplier obtain their rights?
- Documents: which signed provision transfers the identified copyright, and when?
- Exceptions: which components remain licensed, and on what terms?
- Access: will the client receive source code, repository control, build instructions and agreed documentation?
- Exit: can another developer maintain the application within the agreed rights?
Repository access and a copyright assignment solve different practical problems. Record both the legal transfer and the delivery steps, with an owner and completion date for each.
General information, not advice on a particular contract.
Related reading
For more detail, see my Veqtor guides on IP assignment clauses and background IP.