The verdict in three sentences
Under many legal systems, paying for development does not automatically transfer the rights: without an explicit assignment clause, the agency remains the holder of the economic rights over the code. The risk is not theoretical: lock-in (proprietary components, inaccessible repo, zero documentation) can double the exit cost. Six clauses are enough to guarantee that you own, control and can migrate the code you finance.
The 6 clauses to demand
Each clause protects a precise aspect of your ownership and signals a red flag if missing.
| Clause | What it protects | Red flag if absent | Impact on termination |
|---|---|---|---|
| Assignment of economic rights | Legal ownership of code | "usage license" only | You cannot resell/modify |
| Git repo access from day 1 | Control and backup | Repo at agency only | Code lost or held hostage at exit |
| Technical documentation delivered | Handover to a third party | "the code documents itself" | +30-50% handover cost |
| No proprietary components | Tech independence | closed in-house framework | Partial rewrite required |
| Reversibility and transfer | Organized exit | no transfer commitment | Migration at your cost and risk |
| Environments and cloud access | Operating autonomy | accounts in agency's name | Loss of production access |
The key distinction: a usage license lets you use the software, an assignment of rights makes you its owner. Many contracts settle for a license while implying a purchase.
The cost of lock-in: 2026 figures
A well-contracted project costs barely more to produce, but infinitely less to leave.
| Scenario | Project cost | Exit cost | Migration delay |
|---|---|---|---|
| Healthy contract (6 clauses) | 40,000 EUR | 2,000-4,000 EUR | 1-2 weeks |
| Inaccessible repo | 40,000 EUR | 12,000-18,000 EUR | 4-6 weeks |
| Proprietary components | 38,000 EUR | 25,000-40,000 EUR | 8-12 weeks |
| No documentation | 37,000 EUR | 15,000-25,000 EUR | 6-10 weeks |
| Cumulative (worst case) | 36,000 EUR | 45,000-70,000 EUR | 12-16 weeks |
Saving 3,000 to 4,000 EUR on a poorly-scoped quote can cost 10 to 20 times more when you switch providers. Reversibility is negotiated before signature, never after.
Mini case study
Mehdi, head of a services SME in Toulouse, had his business software built for 40,000 EUR with no assignment clause or Git access. Two years later he wants to change agency. His current one holds the repo and used an in-house framework: the third-party handover quote reaches 32,000 EUR (audit + partial rewrite + environment reconstruction), with 10 weeks of downtime. Had he demanded the 6 clauses from the start, the exit would have cost 3,000 EUR and 10 days. Lock-in will therefore have cost him 29,000 EUR in overrun, i.e. 72% of the project's initial budget.
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FAQ
Does paying for development make me the owner of the code?
No, not automatically in many jurisdictions. You need an explicit assignment clause for the economic rights. Failing that, the agency remains the holder and you only have a usage right.
What is the difference between a license and an assignment?
A license authorizes you to use the software under conditions; an assignment transfers ownership to you, with the right to modify, resell or hand it to a third party. Demand an assignment.
Why is Git repo access from day 1 critical?
Because it guarantees you always hold an up-to-date copy of the code. Without it, a termination can deprive you of your software or push the exit cost to 12,000-18,000 EUR.
How do you spot a dangerous proprietary component?
Ask for the list of dependencies and frameworks. A closed, undocumented, non-open-source in-house framework makes you captive: handover can require a rewrite at 25,000-40,000 EUR.
Can reversibility be negotiated afterwards?
Rarely and at a high price. Once captive, you have lost all leverage. Assignment, access and reversibility clauses must be in the initial contract, before the first invoice.
Let's scope your project. Send us your current contract or spec: we systematically deliver code, Git repo, documentation and full assignment of rights. 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.