The verdict in three sentences
Under French law, source code belongs to its author until a written IP assignment specifies the rights assigned, their scope, duration and territory (article L131-3 of the Intellectual Property Code). Paying the invoice does not make you the owner: the contract does. Demand an assignment of economic rights, the code hosted in a Git repository in your name and a reversibility clause with admin access, otherwise switching agencies can cost you a full rebuild.
What you really own depending on your contract
The classic scenario: a mid-sized company wants to change agency, asks for the code and gets a refusal, or a EUR 8,000 "buy-back" offer. The agency relies on the absence of an assignment, or on the site running on its proprietary framework. Here are the situations seen in 2026.
| Contractual situation | Client rights | Code recovery | Risk when changing agency |
|---|---|---|---|
| No ownership clause | Implied right of use only | Not guaranteed | High: rebuild likely |
| "The site belongs to the client" without detail | Challengeable assignment (L131-3 not met) | Negotiation, sometimes litigation | High |
| Full assignment of economic rights | Reproduction, modification, adaptation, exploitation | Yes, sources and documentation | Low |
| Assignment + agency framework under licence | Rights on custom code, licence on the core | Partial, depends on the licence | Medium: licence to negotiate |
| Open source CMS (WordPress, Drupal) + assignment of custom work | Full rights on custom theme and modules | Yes | Low |
| Agency SaaS (subscription) | No rights on the code | No, content export only | Very high |
The trickiest case is the proprietary core: the agency assigns the custom developments, but they do not run without its in-house framework. Then demand a perpetual, free and transferable licence on that core, valid even after the relationship ends.
An assignment clause compliant with French IP law
Article L131-3 requires each assigned right to be mentioned separately, with a defined field of exploitation. Vague wording is fragile in court. Here are the elements to include and their usual negotiation cost.
| Clause element | Expected content | Price impact | Watch point |
|---|---|---|---|
| Rights assigned | Reproduction, performance, modification, adaptation, translation, distribution | 0 to 5% of the project | List each right separately |
| Scope | All media, all versions, including future updates | Included | Cover fixes and updates |
| Duration | Legal copyright term (70 years) | Included | Avoid "term of the contract" |
| Territory | Worldwide | Included | Essential for foreign subsidiaries |
| Transfer timing | On payment of each milestone, pro rata | Included | Not only at final balance |
| Deliverables | Source code, mockups, database schema, documentation | EUR 1,000 to 3,000 for documentation | Require a deployment README |
| Git repository | Repository in the client's name (GitHub, GitLab), agency as contributor | Included | Account owner = you |
| Reversibility | Admin access, hosting, DNS, assisted transfer | EUR 1,500 to 5,000 flat fee | Fixed transfer window (15 days) |
A Git repository in the client's name is the most effective and cheapest measure: from the first commit, the code lives with you. The agency works as an invited contributor. You never need to "recover" anything again.
The access rights to lock down in parallel
Code is only part of the asset. Disputes also involve the domain name (often registered in the agency's name), hosting, Google Analytics and Search Console accounts, paid plugin licences and API keys. Demand an exhaustive list of these accesses, updated at each milestone, with you as holder and the agency as delegated administrator. A blocked domain can freeze a site for weeks during a contested transfer procedure with the registry.
Mini case study
Isabelle, CFO of a 180-employee distribution company in Lille, wants to leave her agency after 4 years. The original EUR 35,000 contract contains a single sentence: "the site is the property of the client". The agency refuses to deliver the code, built on its in-house framework, and offers an exit licence at EUR 9,000.
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Costed options: litigation (estimated fees EUR 6,000 to 12,000, 12 to 18 months, uncertain outcome), full rebuild (EUR 28,000, 4 months), or a negotiated licence buy-back (EUR 6,500 after discussion). Isabelle picks the buy-back, then requires the new provider to sign a full assignment and use a Git repository in the company's name. Cost of the missing clause in 2022: EUR 6,500, or 19% of the original project. A proper clause would have cost about EUR 1,000 more at signature.
FAQ
Does a website I paid for automatically belong to me?
No. Without a written assignment specifying the rights assigned, their duration and territory, the agency keeps the copyright on the code. At best you have a right of use. Fixing this at signature costs 0 to 5% of the project.
Can the agency keep its proprietary framework?
Yes, that is legitimate, provided it grants you a perpetual, free and transferable licence on that core. Without one, changing provider may force a EUR 15,000 to 40,000 rebuild.
How do I recover the code if the contract is silent?
Start with a formal notice requesting the sources, then negotiate an assignment after the fact. Buy-backs seen in 2026 range from EUR 3,000 to 10,000. Litigation is possible but slow, often over 12 months.
What should a reversibility clause contain?
The list of deliverables (code, database, documentation), transfer of access (domain, hosting, analytics), a 15-day window and a flat price, usually EUR 1,500 to 5,000. It must apply whatever the reason the contract ends.
Should the domain name be in my name?
Yes, always, with your company as registrant at the registrar. A domain registered in the agency's name can block the site for weeks in a dispute. A .fr costs under EUR 15 per year.
Let's scope your project. Our contracts include a full assignment of economic rights, a Git repository in your name from day one and a priced reversibility clause, for websites from EUR 8,000 to 40,000 depending on scope. 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.
