The verdict in three sentences
Under US copyright law, a website's code belongs to its author, the agency, unless the contract makes it a work made for hire or contains a written copyright assignment. Without a handover (exit) clause, a New York SME can pay USD 550 to 3,300 to get its site back, or USD 6,500 to 16,000 to rebuild it if the vendor refuses. Registrar and hosting accounts must be opened in the company's name from day one.
Why "I paid, so it's mine" is not enough
The Copyright Act vests ownership in the author. Software written by an independent contractor rarely qualifies as work made for hire by default, since code is not among the nine statutory categories for commissioned works. Ownership therefore only transfers through a signed written assignment (17 U.S.C. § 204). An invoice that says "website development" leaves the agency as owner, with the client holding at best an implied licence.
| Item | Without a clause | With a well-drafted clause |
|---|---|---|
| Custom source code | Stays with the agency | Assigned to the client on delivery or payment |
| Designs and graphics | Stay with the agency | Assigned, including derivative rights |
| Agency theme or framework | Vague implied licence | Perpetual, non-exclusive licence |
| Domain name | Often in the agency's name | In the company's name |
| Hosting account | In the agency's name | In the company's name, agency invited |
| Technical documentation | Not owed | Kept current, delivered at contract end |
| Transfer timeline | Undefined | 5 to 15 business days |
Open source components (WordPress, libraries) stay under their original licences. The assignment covers custom development and design work.
The clauses to require, one by one
The contract should combine a work-for-hire statement with a back-up assignment of all rights, worldwide and for the full copyright term, with the price included in the fee. It should include a handover clause describing what is delivered (source code, database, media, credentials), in what format, within what time and at what capped price. An access clause requires that domain, hosting, analytics and third-party tools be opened in the company's name. Finally, a documentation obligation, updated with each major change, saves a successor days of reverse-engineering.
| Clause | Key wording | Cost if missing |
|---|---|---|
| Work for hire plus assignment | All rights, worldwide, full term | Rebuild USD 6,500 to 16,000 |
| Handover | Deliverables, format, timeline, capped fee | Fees of USD 550 to 3,300, negotiated under pressure |
| Domain registrant | Registrant: the company | Dispute, sometimes months |
| Hosting access | Client account, agency invited | Site offline during the switch |
| Documentation | Annual update | 2 to 5 days of onboarding for the new vendor |
| Source code escrow (optional) | Third-party escrow deposit | Risk if the agency goes out of business |
For critical sites, escrow with a third-party agent costs a few hundred dollars a year and protects the business if the agency disappears.
What to do if the vendor is already refusing
Start by checking the domain registrant in WHOIS/RDAP and who pays for hosting. Then send a formal demand letter citing the contract, the amounts paid and a deadline, for example 15 days. If no assignment exists, negotiating is often cheaper than litigation: a rights buyout of USD 1,100 to 3,300 is common. In parallel, get a rebuild quoted so you know your real alternative before negotiating.
Mini case study
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Michael, owner of a restaurant equipment distributor in New York, wants to switch agencies after 4 years. His vendor asks for USD 3,000 in "handover fees" and refuses to transfer the domain, registered in its name. Michael gets a rebuild quoted: USD 12,000, plus 3 weeks of transition and a ranking risk on 140 indexed pages. He negotiates a buyout at USD 1,600 including the domain transfer within 10 days. Saving versus a rebuild: USD 10,400. For his new contract, he requires a work-for-hire and assignment clause included in the fee and a handover fee capped at USD 450.
FAQ
Does the client automatically own the website code?
No. Without a signed written assignment, or a valid work-for-hire arrangement, the agency keeps the copyright and the client only has a licence to use it.
How much does a website handover cost?
Between USD 550 and 3,300 depending on complexity, when the contract is silent. A well-negotiated contract often caps it at USD 300 to 650, or includes it.
How do we recover a domain registered in the agency's name?
Request the transfer authorisation code in writing. If refused, a UDRP complaint or a court action under the ACPA are options, with UDRP decisions typically in about 2 months.
Does an IP assignment raise the price of the site?
Sometimes by 5 to 15 % at agencies that reuse their own components. Many include it in the fee, provided you ask at the quote stage.
What transfer timeline is reasonable?
5 to 15 business days for a brochure site or small e-commerce store, with code, database and media handed over.
Let's scope your project. Send us your current contract or your site project, we will review the IP and handover clauses and propose a quote with code and access in your name. 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.
