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Website IP Assignment Clause in an Agency Agreement: What a Buyer Must Demand (2026)

Mohamed Bah·Fondateur, Kolonell
October 6, 2026
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Website IP Assignment Clause in an Agency Agreement: What a Buyer Must Demand (2026)

Website IP Assignment Clause in an Agency Agreement: What a Buyer Must Demand (2026)

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The verdict in three sentences

Under French law, paying for a website does not make you its owner: without an assignment of economic rights compliant with article L131-3 of the Intellectual Property Code, the agency keeps the copyright on the code and design. The contract must therefore list the assigned rights precisely (reproduction, representation, adaptation), their duration, territory and purpose, and provide permanent access to the Git repository. Without these safeguards, switching agencies costs on average EUR 3,000 to 12,000 in exit fees, buy-back or rebuild costs.

What the law says and what happens in practice

Article L131-3 requires each assigned right to be mentioned separately and the scope of exploitation to be defined "in extent and purpose, place and duration". A vague sentence such as "the client becomes owner of the website" is often held insufficient. In practice, many SME quotes signed between EUR 8,000 and 25,000 contain just one line in the terms and conditions, or even the opposite clause: the agency grants a simple licence to use for as long as maintenance is paid.

Three items cannot be assigned by the agency anyway: commercial themes and plugins (third-party licences), open source components (governed by their own licence, GPL, MIT) and the agency's generic know-how (internal libraries reused across all its projects). The contract must then provide a perpetual, transferable licence on those components.

Website componentCan the agency assign it?What to demandIndicative 2026 cost
Custom-built codeYesFull, worldwide assignment for the legal termIncluded in the quote
Mock-ups and graphic designYesAssignment including source files (Figma)Included or EUR 500 to 1,500
Premium WordPress themeNo, publisher licenceLicence in the client's nameEUR 60 to 300
Paid pluginsNo, publisher licenceAccounts in the client's nameEUR 50 to 500/year per plugin
Agency internal librariesRarelyPerpetual, free, transferable licenceEUR 0 if negotiated before signing
Content (copy, commissioned photos)YesWritten assignment, photo rights checkedEUR 0 to 800 depending on photographer
Domain name and hostingNot applicableRegistrant = your companyEUR 15 to 40/year for the domain

Clauses to demand and clauses to refuse

The negotiation happens before you sign the quote, while you still have leverage. Once the site is delivered, the agency has no reason to assign its rights for free.

ClauseVersion to demandAbusive or risky versionCost of its absence when switching agency
Assignment of rightsReproduction, representation, adaptation, translation, all media, worldwide, legal term"Non-exclusive licence to use"Full rebuild: EUR 8,000 to 25,000
Transfer of ownershipOn payment of each milestone or the balanceAfter 24 months of maintenanceSite blocked during the dispute
Git repository accessRead access from kick-off, transfer at acceptanceCode handed over "on request"EUR 1,500 to 3,000 of reverse engineering
Exit deliverablesCode, database, credentials, documentationNot mentionedEUR 1,000 to 2,500 takeover by the new agency
Reversibility feesEUR 0 or a flat fee capped at EUR 500Open fee or "time and materials"Up to EUR 3,000 invoiced
Third-party accountsIn the client's name (domain, hosting, licences)In the agency's nameRisk of losing the domain, forced renewals
Credit linkRemovable "made by" linkMandatory, permanent linkMinor but irritating

Also include a separate reversibility clause: handover deadline (10 working days is a reasonable standard), format (repository archive, SQL export, credentials file) and optional assistance to the new agency, billed at the contractual day rate (EUR 450 to 750 in 2026).

How to check a quote in 20 minutes

Before signing, ask the agency four written questions: who owns the Git repository, which components remain under third-party licence and in whose name, what fees apply if you leave, and when ownership is transferred. A serious agency answers on one page. If the answer points to 18 pages of terms and conditions, ask for an assignment addendum attached to the quote and signed by both parties.

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Claire, CFO of an industrial SME in Lyon, signed a EUR 14,000 website in 2023 under a simple licence to use. In 2026 she wants to change provider. The outgoing agency asks EUR 2,800 to hand over the code, the new agency quotes EUR 1,900 for takeover and audit, and two plugins licensed to the former agency must be repurchased for EUR 420. Total: EUR 5,120, or 37% of the original price. With a full assignment clause, Git access and reversibility fees capped at EUR 500, the cost would have been about EUR 2,400 (takeover and licences included), a saving of EUR 2,720.

FAQ

Does paying the quote in full make me the owner of the website?

No. Without a written assignment detailing each right, the agency remains the copyright holder. Paying 100% of the price gives you at best an implied right of use, which is fragile in a dispute.

Can an agency refuse to assign its internal libraries?

Yes, and it is legitimate since they serve all its clients. Demand a perpetual, free and transferable licence instead, which costs the agency nothing if negotiated before signing.

How much does a lawyer-drafted assignment addendum cost?

Budget EUR 400 to 1,200 for reviewing a website contract and drafting an addendum. That is less than 10% of the exit fees avoided on a EUR 15,000 project.

What if my current agency blocks access to the code?

Start with a formal written notice citing the contractual clause. Without a clause, negotiation is often faster than litigation, which takes 6 to 18 months before the civil court.

Do WordPress sites raise a specific issue?

The WordPress core is GPL-licensed and freely reusable. The risk lies in the custom child theme and premium plugins, whose licences must be held in your company's name.

Let's scope your project. Kolonell includes full assignment of rights, Git access from kick-off and free reversibility by default in its B2B website quotes from EUR 8,000 to 25,000, delivered in 6 to 12 weeks. Detailed quote within 48 h. WhatsApp +221 77 596 93 33.

Tags:#source code ownership#website contract#IP assignment#web agency contract clause#switching agency#website legal
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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.