The verdict in three sentences
A software contract without a written IP assignment leaves you as a mere user of software you paid for. For a project of 15,000,000 FCFA (about 22,900 EUR), insist on code delivery at every milestone, source code escrow (300,000 to 800,000 FCFA a year) and a 30-day exit plan. These clauses cost less than 5% of the budget and save you from paying for the application twice if the vendor disappears.
The five essential clauses in 2026
In most jurisdictions software is protected by copyright and belongs to its author unless rights are assigned in writing. In Cameroon this is law no. 2000/011; in the US, custom code written by a contractor is not automatically work made for hire, so an explicit IP assignment clause is needed; in the UK, the Copyright, Designs and Patents Act gives the same result. The contract must state the scope, duration and territory of the assignment.
| Clause | What it guarantees | Recommended wording | 2026 cost or impact |
|---|---|---|---|
| IP assignment | You own the bespoke code | Reproduce, modify, distribute, worldwide, full term | Included, sometimes +5 to 10% |
| Code delivery at each milestone | No hostage situation in a dispute | Git repository in your name, admin access from day 1 | 0 FCFA |
| Source code escrow | Guaranteed access if the vendor ceases trading | Deposit with a third party, quarterly updates | 300,000 to 800,000 FCFA a year |
| Exit or transition plan | Clean handover to another vendor | 30 days, documentation, access transfer, 5 days of support | 500,000 to 1,200,000 FCFA if triggered |
| Delay penalties (liquidated damages) | Incentive to meet the schedule | 0.5% of the milestone per business day, 10% cap | Up to 1,500,000 FCFA on 15,000,000 |
| Warranty | Free correction of defects | 3 to 6 months after acceptance | Included |
In the US and UK, escrow agents such as NCC Group or EscrowTech charge roughly 1,000 to 3,500 USD a year for a single-beneficiary agreement, which is the same order of magnitude relative to project size.
Bespoke code, reusable components and third-party licences
A serious vendor reuses its own components (authentication, role management, payment modules for Orange Money, MTN MoMo or Stripe). It is normal for them to keep ownership. The contract must then grant you a perpetual, royalty-free, transferable licence to those components, otherwise you cannot hand maintenance to someone else.
| Component | Owner | What you must obtain | Watch out for |
|---|---|---|---|
| Bespoke business code | You, after assignment | Full assignment | List modules in an appendix |
| Vendor's internal components | Vendor | Perpetual, transferable licence | Ban hidden annual royalties |
| Open source libraries | Their authors | List of licences (MIT, Apache, GPL) | GPL may require publishing your code |
| Mockups and design | You, after assignment | Figma source files | Often forgotten in the assignment |
| Data and database | You | Full export in a standard format | Maximum export delay of 5 days |
| Cloud accounts and domain | You | Opened in your company's name | Never in the developer's name |
Negotiating without alienating the vendor
Escrow mainly makes sense above 10,000,000 FCFA (about 15,000 EUR) or for a critical application (billing, payroll, customer management). Below that, a Git repository in your name updated at each delivery covers most of the risk. For penalties, a 10% cap is accepted by most agencies; beyond that, they raise prices by 5 to 8% to cover the risk. Tie payments to milestones: 30% on order, 30% on delivery of the main module, 30% on acceptance, 10% at the end of the warranty.
Mini case study
Mr Ngono, CEO of a 120-employee logistics services company in Yaoundé, commissions a shipment tracking application for 15,000,000 FCFA. The first draft contract grants only "usage" rights, no escrow and uncapped penalties that the vendor offsets with a higher price.
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After negotiation: full IP assignment, Git repository in his name, escrow at 450,000 FCFA a year, a 30-day exit plan and penalties capped at 10%. The vendor drops its 6% risk premium, saving 900,000 FCFA, which funds two years of escrow. If the vendor defaults, Mr Ngono recovers usable code instead of paying again for a new application estimated at 12,000,000 FCFA.
FAQ
Do I automatically own the code if I pay for the application?
No. Without a written assignment listing the rights transferred, the developer keeps the copyright. Paying 15,000,000 FCFA only gives you an implied right of use.
How much does source code escrow cost?
In Central Africa, expect 300,000 to 800,000 FCFA a year depending on deposit frequency and the third party (notary, specialist firm). In the US and UK, about 1,000 to 3,500 USD a year.
How long should the exit period be?
Thirty days is enough for a mid-sized application, with 5 days of support for the new vendor. Triggering it usually costs 500,000 to 1,200,000 FCFA.
What delay penalty cap is reasonable?
A cap of 10% of the contract value, with 0.5% per business day of delay. Beyond that, vendors price in the risk, often 5 to 8% more.
Can these clauses be added to a contract already signed?
Yes, through an amendment. The IP assignment and the transfer of the Git repository are easy to negotiate during the warranty, usually at no cost or for under 5% of the contract.
Let's scope your project. We deliver every application with IP assignment, a Git repository in your name and an exit plan: defined scope, indicative budget from 2,500,000 FCFA, milestone-based schedule. 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.
