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Who owns the code? What to check before you sign
Who owns the code isn't automatic just because you paid for it - under UK law, without a clear contract term, the developer who wrote it can retain the copyright. Here's exactly what to check before you sign, and this isn't legal advice.
Haystak · 11 August 2026 · Updated 11 August 2026 · 8 min read
Who owns the code software development produces is a question of contract, not assumption. In UK law, paying someone to write software does not automatically transfer copyright to you - the default position, absent a clear assignment clause, can leave the developer as the legal owner even though you commissioned and paid for the work.
This is the single most consequential clause in any software contract and the one most often skimmed. This post is a checklist, not legal advice - for anything above a small project, have a solicitor read the actual contract.
Assignment vs licence: the difference that matters most
An assignment transfers ownership of the intellectual property to you outright. A licence lets you use the software, sometimes indefinitely, while the developer keeps ownership. Both are legitimate commercial models, but they are not interchangeable, and a contract that's vague about which one applies tends to default in the supplier's favour.
| IP assignment | Licence | |
|---|---|---|
| Who owns the code afterwards | You | The developer or agency |
| Can you take it to another supplier? | Yes, freely | Depends entirely on licence terms |
| Typical use case | Bespoke, business-specific software | Products, platforms sold to many customers |
| What to check | Assignment is explicit and covers all deliverables, not just "the final product" | Scope, duration, exclusivity, and what happens if the vendor stops trading |
Third-party and open-source components
Almost no custom build is written entirely from scratch. Developers use open-source libraries and sometimes licensed third-party components, and these come with their own terms, separate from your contract with the developer. Ask for a list of what's used and under what licence, particularly if any component is licensed in a way that would restrict how you can use or resell the finished software.
The UK Intellectual Property Office publishes general guidance on IP rights that's a useful starting point if this is new territory for you.
Source code and repository access
Ownership on paper means little if you can't actually get the code. Confirm, in writing, before signing:
- You (not just the developer) have admin access to the code repository from day one, not handed over only at project end.
- You receive the full commit history, not just a final zipped export.
- Build and deployment scripts are included, not only the application code - software that can't be built or deployed is not much use to anyone else.
- Documentation of how to run the system locally exists somewhere other than one developer's head.
Hosting account ownership
Separately from the code, check who owns the hosting, domain and any third-party service accounts (email sending, payment processing, cloud infrastructure). It's common, and reasonable, for a supplier to set these up during the build - the risk is when they stay registered under the supplier's own account indefinitely, giving them practical control even after the contract ends.
Ask for accounts to be created under your organisation's ownership from the start, with the supplier granted access rather than the reverse. If that's not possible early on, get a written commitment and a timeline for transfer.
Escrow: when it's worth the cost
Source code escrow - a third party holding a copy of the code, released to you if the supplier stops trading or breaches the contract - is more common in enterprise procurement than small business, and it comes with an ongoing fee. It's worth considering if the software is critical to your operation and the supplier is small, but it's not a substitute for a proper IP assignment clause; it's a backstop for a business risk, not the ownership question itself.
How to raise this without sounding difficult
Asking about IP ownership, repo access and hosting accounts before signing is completely standard practice, not a sign of distrust. A supplier who bristles at these questions, or can't answer them clearly, is telling you something useful before you've spent anything.
It's also worth checking this alongside the commercial terms - see fixed price vs day rate for how the payment model interacts with what you're entitled to if a project ends early, and how to write a software brief for getting the rest of the contract scoped clearly from the outset.
If you want to talk through a contract you've been sent before signing it, get in touch - we're happy to give a second opinion even if we're not the ones building it.
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