The verdict in three sentences
Under French law, paying for development does not make you the owner of the code: without a written assignment clause, the agency keeps the economic rights (art. L.131-3 IP Code). A full assignment costs 0 to 15% more but sets you free; failing that, require at minimum a client-side Git repo, a reversibility documentation and a 30-day exit plan. This is the clause that prevents being held hostage the day you switch vendors.
The five levels of IP protection
Between "I own nothing" and "I own everything" there is a scale. Here are the 2026 options and their indicative cost.
| Mechanism | What you get | Indicative 2026 cost |
|---|---|---|
| Usage licence | Right to use, no free modification | Included |
| Partial assignment | Specific code assigned, core licensed | +0-8% of price |
| Full assignment | All economic rights assigned | +0-15% of price |
| Client Git repo | Continuous access to the code | Included or low cost |
| Escrow | Code held by a third party, released on default | 600-2,500 EUR/yr |
The traps beyond assignment
Owning the code isn't enough if you can't run it. Check these reversibility points before paying the balance.
| Watch point | Risk if ignored | Require in contract |
|---|---|---|
| Open-source components | Contaminating copyleft licences | List and compatibility |
| Proprietary dependencies | Lock-in on exit | Documented alternatives |
| Infrastructure keys | Cannot redeploy | Handover of DNS, servers, secrets |
| Documentation | No takeover by a third party | README, diagrams, procedures |
| Reversibility deadline | Dragging transition | 30-day exit plan |
Mini case study
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Me Fatou Ndiaye, partner in a law firm in Abidjan, had a client extranet built for 8,000,000 FCFA. The 30% balance (2,400,000 FCFA) is approaching. Re-reading the contract, she finds no assignment clause: the agency would remain holder of the code. She negotiates a full assignment for +9% (720,000 FCFA), a Git repo in her name and a 30-day reversibility plan. Six months later, she switches vendor for responsiveness reasons: the transition takes 3 weeks with no code buy-back. Cost avoided: a licence buy-back estimated at 2,000,000-3,000,000 FCFA and several months of lock-in.
FAQ
If I pay for the development, does the code automatically belong to me? No, not under French law. Without a written, precise assignment clause, the agency keeps the economic rights. Paying for the service does not transfer intellectual property.
How much does a full rights assignment cost? A 2026 order of magnitude: 0 to 15% of the project price depending on negotiation and code reusability. Many agencies include it when requested upfront, in the scope of work.
What is software escrow and when to use it? It's a deposit: the code is held by a trusted third party and released if the agency defaults (bankruptcy, shutdown). Budget 600-2,500 EUR/year. Useful for critical software when full assignment isn't possible.
Why is a client-side Git repo essential? It gives you continuous access to the source code and its history, independent of the commercial relationship. It's the simplest and often free guarantee against being held hostage.
What should a reversibility plan contain? The handover of keys (DNS, servers, secrets), technical documentation, the dependency list and a transition deadline (typically 30 days). Without this costed plan, switching vendors can cost months of lock-in.
Let's scope your project. Send us your current contract or your IP requirements: we frame assignment, Git repo, escrow and a 30-day reversibility plan, priced in the quote. 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.
