The verdict in three sentences
Under copyright law, code belongs to its creator by default: paying for the work does not automatically transfer the rights. To truly own it, require a full assignment of economic rights on delivery and payment, plus a Git repository in your name from sprint 1. Otherwise you become locked in and a takeover can cost 15-30 % of the original budget in audit and reverse-engineering.
Ownership models and price impact
| Model | What you get | Price impact |
|---|---|---|
| Full rights assignment | 100 % ownership, code + docs | +0 to +10 % |
| Usage licence | Right to use, no ownership | -5 to -15 % |
| Shared / agency components | Limited use, dependency | variable |
| Open source (base) | Free per licence | neutral |
| SaaS / subscription | No code ownership | recurring |
| Escrow | Conditional access (bankruptcy...) | +2 to +5 % |
Reversibility clauses and checklist
| Contractual item | Why it is critical |
|---|---|
| Rights assignment on delivery | Makes you owner of the code |
| Git repo in the client's name | Permanent access to source code |
| Technical documentation delivered | Takeover by a third party possible |
| Transfer of access and secrets | Operational autonomy |
| Code escrow | Protection if the provider fails |
| Non-dependency clause | Bans blocking proprietary components |
| Handover period | Orderly transition (2-4 weeks) |
Cost of a takeover code audit
| Project size | Takeover audit (EUR ex. VAT) | Timeline |
|---|---|---|
| Small (< 20k lines) | 3,000 - 6,000 | 1-2 weeks |
| Medium (20-80k lines) | 7,000 - 15,000 | 2-4 weeks |
| Large (> 80k lines) | 18,000 - 40,000 | 4-8 weeks |
| No documentation | +30 to +50 % | +50 % time |
| Exotic / non-standard stack | +20 to +40 % | +30 % time |
Mini case study
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O. Ndiaye, head of a services SME in Singapore, wants to switch agencies after 2 years. His original contract only granted a usage licence: he owns neither the Git repo nor the documentation. The takeover forces a 12,000 EUR ex. VAT code audit and 4 weeks of reverse-engineering, about 22 % of the original 55,000 EUR budget. A simple full-assignment clause, negotiated upfront for +5 % (2,750 EUR), would have avoided that cost.
FAQ
If I pay, is the code automatically mine? No. Under copyright, the creator keeps economic rights unless there is a written, explicit assignment. A paid invoice is not enough to make you the owner.
What is the difference between assignment and licence? Assignment transfers ownership and the right to modify, resell or take the code elsewhere; a licence only grants a controlled right to use. For independence, require assignment.
What is code escrow? A deposit of the code with a trusted third party, released if certain conditions occur (bankruptcy, service shutdown). It protects without transferring day-to-day ownership.
How do I avoid provider lock-in? Git repo in your name, delivered documentation, access transfer and a non-dependency clause banning blocking proprietary components. Test reversibility before the contract ends.
Is assignment expensive? No, often 0-10 % of the price if negotiated upfront. That is far less than the 15-30 % audit and takeover cost incurred when locked in.
Let's scope your project. Tell us whether you want full assignment, escrow or a takeover of existing code and we'll frame the clauses and any audit. 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.
