CODE YOU CAN CLAIM.
Code written by an employee within the scope of their job typically belongs to the employer automatically, but code written by a contractor belongs to the contractor unless a signed IP assignment transfers it. This is one of the most consistently misunderstood points in software: paying an invoice does not transfer copyright the way it might feel like it should. Chain of ownership for a codebase is proved by employment agreements, contractor assignments and a clear record of open source licences pulled into the project.
Contractor and open source contributions on record, so your code is yours or your company's, without ambiguity.
LAST REVIEWED
THE SITUATION
A developer's ownership story is written in commits, PRs, contractor invoices and employment agreements. Any one of them can quietly reassign work, or fail to reassign work that should have been assigned.
For solo developers, the risk is losing rights they thought were theirs. For companies, the risk is discovering during diligence that a key module was written by a contractor who never signed IP assignment.
WHAT BREAKS.
Missing contractor IP assignment
A contractor who wrote a critical module with no signed assignment to the company still legally owns that code, creating a hidden gap discovered only during due diligence.
Moonlighting conflicts with employment terms
A side project can be unintentionally claimed by an employer's IP clause if it was built using company time, equipment or overlapping subject matter.
Incompatible open source licences mixed in
Copyleft licences pulled into a proprietary codebase without review can force the whole project to be open sourced, an outcome few teams intend.
AI-generated code with unclear provenance
Code produced by AI tools trained on contested data can carry licensing risk that ships silently unless the source and tool are recorded.
Client-specific work reused across unrelated clients
Code built for one client can be reused in another engagement with no clear licence permitting that reuse, breaching the first client's contract.
WHAT YOU CAN OWN.
COPYRIGHT
Source code is protected by copyright as a literary work, owned by the employer if written by an employee, or the contractor absent an assignment.
TRADEMARK
A product or company name used commercially can be registered as a trademark, separate from the code itself.
DESIGN RIGHT
Design right protects visual product appearance, not software architecture or code structure.
PATENT
A genuinely novel technical process can sometimes be patented, though pure software is treated differently in the US and EU.
TRADE SECRET
Proprietary algorithms and unpublished source code can be protected as a trade secret as long as reasonable confidentiality measures are maintained.
LIKENESS
Likeness rights are not relevant to software ownership unless a product uses a real person's image or voice.
FOUR STEPS.
DROP
Upload the contract, the repo licence and the list of dependencies.
EXAMINE
Deed flags assignment gaps, incompatible licences and moonlighting clauses that overreach.
EXECUTE
Contractor assignment, side project carve outs and dual licensing done in signed form.
DEFEND
A verifiable record when a client, an acquirer or an auditor asks who wrote what and under what terms.
KEY FACTS
- 01Employee-created code usually belongs to the employer automatically under most employment law, without needing a separate assignment.
- 02Contractor-created code belongs to the contractor by default and needs a signed IP assignment to transfer to the client.
- 03Software patents are treated very differently in the US and EU, with the EU generally requiring a technical effect beyond pure software.
- 04Mixing a copyleft-licensed open source library into proprietary code can trigger obligations to release the combined work's source.
- 05Trade secret protection for code requires active confidentiality measures; publishing the source publicly ends that protection.
QUESTIONS
+Do I own my side projects?
It depends on your employment contract. Deed reads the clause and, if needed, drafts a carve out request your employer can sign.
+How do I prove a contractor assigned their code?
A signed IP assignment stored on the Deed record. It travels with the codebase to any future investor or acquirer.
+Can I use AI generated code commercially?
Usually, with care. Deed records which tool produced what and shows which parts need a licence or a rewrite before shipping.
+Does my contractor own the code they wrote for me?
Yes, unless a signed IP assignment transfers it to you. Paying the invoice alone typically does not transfer copyright in the code.
+Is code I write for my employer automatically theirs?
In most jurisdictions, yes, if it falls within the scope of your job duties. Side projects outside that scope are a greyer area and depend on the specific contract.