The verdict in three sentences
In most jurisdictions, source code belongs to its author until a written IP assignment transfers it. In the US, code written by an outside contractor rarely qualifies as work made for hire, and in the UK and France a contractor keeps copyright absent a signed assignment. A precise assignment clause, a repository held in the client's account, a source code escrow for critical apps (500 to 1,500 EUR a year) and an exit clause prevent most disputes.
Essential clauses and what they protect
| Clause | Wording to demand | Risk if missing |
|---|---|---|
| IP assignment | Present assignment of all rights ("hereby assigns"), worldwide, all media, full term | Vendor can block changes by a third party |
| Work made for hire | US: state it, but back it with an assignment, since custom software rarely qualifies | Clause void, vendor keeps copyright |
| Timing of transfer | As each lot is paid | Transfer stuck if the final payment is disputed |
| Deliverables covered | Source code, deployment scripts, database schemas, designs, documentation | Code delivered without what is needed to rebuild it |
| Client-owned repository | Git repo (GitHub, GitLab) owned by the client from day one | Access cut off overnight |
| Background IP | List of the vendor's pre-existing components, perpetual royalty-free licence to the client | Royalties imposed later |
| Open source | Licence inventory, no copyleft (AGPL) without written approval | Obligation to publish your code |
| Exit assistance | Handover to another vendor, 5 to 15 days, rate agreed upfront | Prohibitive exit cost |
A frequent gap: an agreement that says "will assign" is a promise, not a transfer. US courts distinguish it from "hereby assigns". In the UK, an assignment of copyright must be in writing and signed by the assignor. In France, the assignment must list the rights, duration, territory and media.
Escrow, repositories and related costs in 2026
A Git repository in the client's account covers most SMBs. Escrow (code deposited with a trusted third party, released if the vendor fails) makes sense when the vendor keeps ownership, for example for licensed SaaS software.
| Solution | Indicative 2026 cost | Suited to | Limitation |
|---|---|---|---|
| Git repo in client account | 0 to 25 EUR per user per month | Custom development assigned to client | Client needs admin access |
| Basic escrow (NCC Group, EscrowTech and similar) | 500 to 1,500 EUR a year | Licensed software | Deposits must be updated, often yearly |
| Escrow with technical verification | 2,000 to 5,000 EUR a year | Critical application | Pricier, but code is proven to build |
| Open source licence audit | 1,500 to 4,000 EUR one-off | Before fundraising or an acquisition | Repeat at each major release |
| Exit assistance | 5 to 15 days at the contract rate | Changing vendors | Must be priced in the contract |
| Code ownership dispute | 10,000 to 40,000 EUR in Europe, often far more in the US | To be avoided | 12 to 24 months of proceedings |
These are 2026 orders of magnitude. Compared with the cost of a dispute, escrow or a simple client-owned repo is very cheap insurance.
Checking before you sign
Ask the vendor for its standard contract before the tender, not after you choose. Three questions filter quickly: is the Git repo opened in your account? Is the assignment included in the price? Is the list of background and open source components delivered with each release? A hesitant answer on any of these deserves negotiation.
Mini case study
Caroline, general counsel at a 60-person services company in Nantes, discovers that the scheduling app her firm paid 48,000 EUR for sits in the vendor's Git account, with no assignment clause. The vendor closes down. Illustrative example: regaining access and having the rights recognised would cost about 18,000 EUR in legal and expert fees, plus 4 months without any updates. For her next app, she requires a company-owned repo, assignment per lot and exit assistance of 8 days capped at 5,600 EUR. Extra cost negotiated: 0 EUR.
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FAQ
Does paying for development make me the owner of the code?
Not automatically. In the US, the UK and France you need a written assignment; without it you hold at best an implied licence, which can be contested in a dispute costing 10,000 EUR or more.
Is a work made for hire clause enough in the US?
Rarely. Custom software from an independent contractor seldom fits the statutory categories, so the contract should add a present assignment ("hereby assigns") as a fallback.
What is source code escrow?
The code is deposited with a trusted third party and released if the vendor defaults. Basic escrow costs 500 to 1,500 EUR a year and mainly suits licensed software.
Are open source components a problem?
Some licences such as AGPL require publishing modified code if the app is offered online. Require a licence inventory with each release; a one-off audit costs 1,500 to 4,000 EUR.
What should an exit clause include?
The list of deliverables to hand over, 5 to 15 days of assistance and a rate set at signature. Without a rate, the outgoing vendor names its price when you are most dependent.
Let's scope your project. Put these clauses on the table from the quote stage: tell us your need to receive a scope, an indicative budget (custom applications from 2,500,000 FCFA, about 3,810 EUR) and a timeline. Detailed quote within 48 h. WhatsApp +221 77 596 93 33.
Mohamed Bah
Fondateur, Kolonell
Passionate about digital and entrepreneurship in Africa, Mohamed has been helping Sénégalese businesses with their digital transformation since 2020. Founder of Kolonell, he believes every SME deserves a professional and accessible online présence.
