Who Owns the Code Your Contractor Wrote? US, UK, EU, UA

Who owns code a contractor wrote? Usually the contractor. In the United States, the United Kingdom and most of continental Europe, the freelancer who wrote the code is the first owner of the copyright in it, and paying the invoice does not move that ownership. Only a signed written assignment does. Ukraine is the notable exception, where the economic rights pass to the customer by statute.

This article compares four regimes — the United States, the United Kingdom, the EU (worked through German law as the continental example) and Ukraine — because those are the regimes our clients’ development contracts actually sit under. It works through each separately on purpose: the default rule is different in each, and applying one country’s answer to another is the single most common way companies discover they do not own their product. A short comparison of the governing instrument in our other markets is at the end.

Paying for code is not the same as owning it. In the US, UK and Germany the contractor is the first owner unless there is a signed written assignment.
A “work made for hire” clause does not work for software in the US. Software is not one of the nine categories in 17 U.S.C. §101, and an independent contractor is not an employee.
In the UK, commissioning buys you nothing. The commissioner rules for design right and registered designs were repealed on 1 October 2014, and copyright never had one.
Continental systems will not let the author transfer copyright at all — you take a grant of exploitation rights, and its scope is read narrowly against you.
Ukraine flips the default: under the 2022 Copyright Law the economic rights in a commissioned work pass to the customer in full, from the moment of creation, unless the commission contract says otherwise.

Who owns code a contractor wrote when there is no written assignment?

United States: the contractor owns it, and the fix must be in writing

Copyright “vests initially in the author”, and the author is the person who created the work — 17 U.S.C. §201(a). The only exception is a work made for hire, where the hiring party is treated as the author.

A work is made for hire in exactly two situations under §101: it is “prepared by an employee within the scope of his or her employment”, or it is “specially ordered or commissioned” and falls within one of nine listed categories and “the parties expressly agree in a written instrument signed by them” that it is a work made for hire. Those nine categories are a contribution to a collective work, part of a motion picture or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, and an atlas. Software is not on the list.

Nor is a freelance developer an employee. In CCNV v. Reid, 490 U.S. 730 (1989) the Supreme Court held unanimously that courts must apply “general common law of agency principles” to decide whether the creator was an employee or an independent contractor, and expressly noted that the doctrine carries “profound significance for freelance creators — including artists, writers, photographers, designers, composers, and computer programmers”.

So the transfer has to come from an assignment — and §204(a) says a transfer of copyright ownership “is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed”. A Slack message, a Statement of Work with no IP clause, or an invoice marked “full rights” does not clear that bar.

United Kingdom: the author is the first owner, and commissioning changed nothing

Section 11 of the Copyright, Designs and Patents Act 1988 is short and decisive. CDPA s.11(1): “The author of a work is the first owner of any copyright in it.” Section 11(2) hands copyright to the employer only where the work “is made by an employee in the course of his employment”, and even then “subject to any agreement to the contrary”. There is no third limb for contractors. Source code is squarely in scope: a computer program is a literary work under CDPA s.3(1)(b), along with preparatory design material.

An assignment is possible but formal: s.90(3) — “An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor.” You can also assign copyright that does not exist yet, under s.91, which is why a properly drafted development agreement assigns future copyright at signature rather than deliverable by deliverable.

One trap deserves a specific warning. Older commentary — and a lot of template drafting still in circulation — says that commissioning a design gives the commissioner unregistered design right and registered design ownership. That was true. It is not true now: CDPA s.215(2) and Registered Designs Act 1949 s.2(1A) were both repealed with effect from 1 October 2014 by the Intellectual Property Act 2014. In the UK today, commissioning alone gets you nothing across copyright, design right and registered designs.

The EU: the Software Directive covers employees and stops there

Directive 2009/24/EC harmonises one rule and only one. Article 2(1): the author is the natural person or group who created the program. Article 2(3): “Where a computer program is created by an employee in the execution of his duties or following the instructions given by his employer, the employer exclusively shall be entitled to exercise all economic rights in the program so created, unless otherwise provided by contract.” The directive says nothing at all about contractors — that is left to national law, and national law does not fill the gap in your favour.

Germany shows what “continental” means in practice. Under the Urheberrechtsgesetz, §7 makes the creator the author, and §29(1) provides that copyright “is not transferrable, unless it is transferred in the execution of a testamentary disposition or to co-heirs as part of the partition of an estate”. You cannot buy German copyright. What you can take is a grant of rights of use under §31 — and §31(5) reads that grant narrowly: “If the types of use were not specifically designated when a right of use was granted, the types of use to which the right extends is determined in accordance with the purpose envisaged by both parties to the contract.” The same rule governs whether a right was granted at all and whether it is exclusive. §69b mirrors the directive for employees and service relationships only.

The practical consequence: a German-law contract saying “all rights transfer to the client” transfers nothing by that wording, and a grant that does not enumerate the uses you need — sublicensing, modification, distribution as SaaS, use in a successor product — will be construed against you.

Ukraine: the default runs the other way

Ukraine is the outlier, and founders working with Ukrainian development teams should understand why. Article 15(2) of the Law of Ukraine “On Copyright and Related Rights” No. 2811-IX provides that economic rights in a work created to order pass to the customer in full from the moment of creation, unless the commission contract provides otherwise. Article 14(2) does the same for employee-created works in favour of the employer. Moral rights stay with the author in both cases and, under Article 11, cannot be transferred or inherited.

Two qualifications matter. First, Article 15(2) carves out works of fine art created to order — those stay with the author unless agreed otherwise — except a work specially created as an element of a computer program. Design assets drawn for a product UI are therefore treated differently from a commissioned illustration. Second, Civil Code Article 430(2) still sets a joint-ownership default between creator and customer for objects created to order “unless otherwise established by contract or by law” — the Copyright Law is that law for copyright works, but for IP objects outside its scope the joint default is what remains. Civil Code Article 1107(2) also requires any transaction disposing of economic IP rights to be in written or electronic form: non-compliance makes it void, not merely unenforceable.

So the Ukrainian default is friendly, but it depends on there being an identifiable commission relationship and nothing in the contract cutting across it. It is not a substitute for a written scope.

The four defaults side by side

Question	United States	United Kingdom	Germany (EU)	Ukraine
Who owns contractor-written code by default?	The contractor	The contractor	The contractor (author)	The customer (economic rights)
Does an employee rule exist?	Yes — §101(1) work for hire	Yes — s.11(2)	Yes — §69b UrhG / Art 2(3) Directive	Yes — Art 14(2)
Can copyright itself be assigned?	Yes, §204(a) writing signed	Yes, s.90(3) writing signed	No — §29(1); grant of use rights only	Yes, written or electronic form (CC Art 1107(2))
Does “work made for hire” wording help for software?	No — not a §101(2) category	Not a concept in UK law	Not a concept in German law	Not a concept in Ukrainian law
Can the author later unwind the deal?	Yes — §203 termination after 35 years	No statutory termination right	Narrow construction under §31(5)	Moral rights remain (Art 11)

What you actually get instead: the implied licence

If you have no assignment, you are not necessarily an infringer. English law will imply something — but far less than clients expect. The leading summary is Lightman J’s in Robin Ray v Classic FM [1998] FSR 622, adopted and quoted in full by the Court of Appeal in R Griggs Group Ltd v Evans [2005] EWCA Civ 11:

the Contractor is entitled to retain the copyright in default of some express or implied term to the contrary effect … the mere fact that the Contractor has been commissioned is insufficient to entitle the Client to the copyright.

Where a term has to be implied to fill the gap, the court takes “a minimalist approach”: an implication “may only be made if this is necessary, and then only of what is necessary and no more”. And critically: “if it is necessary to imply some grant of rights in respect of a copyright work, and the need could be satisfied by the grant of a licence or an assignment of the copyright, the implication will be of the grant of a licence only”. An assignment is implied only where the client needs, in addition to use, “the right to exclude the Contractor from using the work and the ability to enforce the copyright against third parties”.

Translate that into a product company’s position. You will probably be able to run the software you paid for. You will probably not be able to stop the contractor reusing the same modules for a competitor, sublicense the code to your own customers, sell the business with clean title, or sue an infringer in your own name. The price paid is relevant to the scope of the implied licence, so a cheap engagement produces a narrow one — an exposure that surfaces in a data room, not in year one.

Why the “work made for hire” clause in your US contract does not cover software

Most US-style contractor templates contain a belt-and-braces clause: the work “shall be considered a work made for hire; and to the extent it is not, Contractor hereby assigns…”. The second half is the half that does the work. The first half fails for software for two independent reasons — the contractor is not an employee under Reid, and software is not among the nine §101(2) categories. If your template contains only the work-for-hire recital, or a promise to assign in the future (“Contractor agrees to assign”) rather than a present-tense assignment, you may be holding an unperformed contractual obligation rather than title.

There is a second reason not to rely on the work-for-hire label even where it is available. Under §203, a grant executed by an author can be terminated by that author in a five-year window beginning 35 years after execution — but §203 applies only “in the case of any work other than a work made for hire”. Genuine works for hire cannot be terminated; assignments from contractors can. For a company with a long-lived codebase, that is a real, dated liability sitting in the file.

Moral rights: the part you cannot buy

Moral rights are personal to the author and cannot be assigned: the UK says so expressly in CDPA s.94, Ukraine in Article 11 of Law No. 2811-IX, Germany through §29(1) UrhG.

For software the UK is unusually generous to the client. The right to be identified as author does not apply to a computer program at all — CDPA s.79(2)(a) — and neither does the right to object to derogatory treatment, under s.81(2). For non-software deliverables the paternity right must be asserted to bite (s.78) and can be waived by signed instrument under s.87(2). Continental systems will not accept a blanket waiver on the same terms, which is why a single “worldwide waiver of all moral rights” clause is a shortcut rather than a solution. Getting this right across a distributed team is part of our intellectual property practice.

Fixing it after the fact

Retroactive tidy-ups are ordinary work, done in a specific order.

Map the codebase to people. Commit history, repository access logs and invoices, per contributor, per period. You cannot assign what you cannot identify, and open-source components need their own review.
Take a present-tense assignment, not a promise. “Hereby assigns” from each contributor, signed, covering existing and future works, with a fallback exclusive licence if any part of the assignment fails. In Germany the fallback is the main event: enumerate the types of use exhaustively, because §31(5) will not stretch them for you.
Pay something for it, and handle Ukrainian contributors on their own terms — the statutory default may already have delivered the economic rights, but written or electronic form is required for anything you vary, and non-compliance makes the transaction void under Civil Code Article 1107(2).
Then move ownership to the right entity. Code assigned to a founder personally, or to a dormant company, needs a further assignment into the operating or holding company — a corporate and tax question as much as an IP one. We handle that alongside corporate structuring and group agreements, company formation and the team contract package, and, where royalty flows or an IP Box regime are involved, tax structuring.

Do it before you need it. Chain-of-title gaps surface in acquisition due diligence and investor DD — the same evidentiary discipline that decides whether a bank accepts or refuses a business account application applies to your IP file.

The governing instrument in our other markets

Nothing above is a universal rule. If your development contract is governed by a law not analysed here, the starting point is the instrument, not the analogy:

Singapore — Copyright Act 2021. Section 133(1)(a) makes the author the default first owner of an authorial work; section 134(3) gives copyright to the employer for work made in the course of a contract of service. The old commissioning rule now survives only in section 135, which applies to photographs, portraits, engravings, sound recordings and films commissioned under agreements entered into before 21 November 2021. For anything commissioned since, the creator is first owner.
European Union generally — Directive 2009/24/EC sets the employee rule; everything about contractors is national law, and the German position above is illustrative rather than uniform.
United Arab Emirates — the governing instrument is Federal Decree-Law No. 38 of 2021 on Copyrights and Neighbouring Rights, in force from 2 January 2022, which repealed Federal Law No. 7 of 2002. Its default ownership rules are outside the scope of this article and should be checked against the text before any UAE-governed development contract is signed.

If I paid for the code, don’t I own it?

Not in the US, the UK or Germany. Payment buys the deliverable and, at most, an implied licence to use it for the purpose the parties had in mind. Copyright ownership moves only by a signed written assignment (17 U.S.C. §204(a); CDPA s.90(3)) or, in Germany, by an enumerated grant of exploitation rights, because §29(1) UrhG makes copyright itself non-transferable. Ukraine is the exception: economic rights in a commissioned work pass to the customer by statute.

Does a “work made for hire” clause protect me if my developer is a freelancer?

Not on its own, and not for software. Under 17 U.S.C. §101 a commissioned work can only be a work made for hire if it falls within nine listed categories — software is not among them — and the parties sign a written agreement saying so. And under CCNV v. Reid a freelancer is an independent contractor, not an employee, so the first limb of §101 does not apply either. What saves the clause is the present-tense assignment beside it.

Can a contractor take the code back years later?

In the United States, potentially. 17 U.S.C. §203 lets an author terminate a grant during a five-year window starting 35 years after the grant was executed, and that right cannot be contracted away. It does not apply to genuine works made for hire — which is precisely why the distinction matters for a codebase you expect to outlive the decade.

What happens if the contractor refuses to sign an assignment now?

You fall back on what the contract and the circumstances imply. Under the principles adopted in R Griggs Group v Evans, an English court implies the minimum necessary — normally a licence, not an assignment — and implies an assignment only where you need to exclude the contractor and enforce against third parties. Commercially, the leverage is usually in the ongoing relationship, unreleased deliverables or unpaid final invoices, which is why the assignment should be signed at engagement rather than negotiated at the exit.

Do I need a separate assignment for design files, documentation and open-source components?

Design files and documentation are separate copyright works and need to be inside the assignment’s scope, not assumed into it. In Ukraine, note that fine-art works created to order stay with the author by default unless specially created as an element of a computer program (Art 15(2), Law No. 2811-IX). Open-source components are not yours to assign at all — they come with their own licences, and their obligations survive the assignment.

Which law governs if my company is in one country and the developer in another?

Two questions, not one. The contract has a governing law you can choose. Which law decides first ownership of the copyright is a separate, contested conflict-of-laws question that courts in different countries answer differently, and it is not settled by your choice-of-law clause. That is why a single template applied to a distributed team can produce different results per contributor, and why the assignment should be drafted to work under each relevant law rather than only under the law named in the contract.

This article is general information about several legal systems as at the date of publication, not legal advice, and does not create a lawyer-client relationship. First ownership of copyright depends on the applicable law and on the facts of each engagement. Take advice on your own contracts before relying on any of the above.

Who Owns the Code Your Contractor Wrote?