IP Assignment

An IP assignment is a written transfer of intellectual property rights from the person who created something to someone else. In a technology context it is the clause that makes commissioned software actually yours.

It matters because the default is not what most people assume. Under UK law the first owner of copyright in software is generally the person who wrote it, or their employer. Commissioning work does not automatically transfer copyright the way buying a physical object transfers the object.

The four positions you might be in

You own it outright. The contract assigns copyright to you and you hold a copy of the source code. This is what you should have.

You have a licence. You may use it, possibly forever, possibly only while you keep paying. You cannot take it to another developer. Common, and frequently not understood by the client.

It is a product with your name on it. The supplier built something reusable and configured it for you. You own your data and your configuration, not the software. A perfectly reasonable arrangement, provided you know that is the arrangement.

Nobody has ever thought about it. The most common position in smaller engagements. No written assignment, no licence terms, everything friendly until it is not.

How to find out in fifteen minutes

Search the contract for "intellectual property", "copyright", "assign" and "licence". If none appear, you are in the fourth position.

Then check the practical side, which matters as much as the legal one: can you log in and see the source code right now? Is the domain registered to your company? Are the hosting accounts in your name or billed through the supplier? Is a mobile app published under your developer account?

What to ask for

Three clauses, none of them aggressive.

Assignment of intellectual property in the deliverables to you on payment. Note that reusable components and third-party libraries will be licensed rather than assigned, which is normal.

A right to a copy of the source code at any time, without giving a reason. This costs a well-behaved supplier nothing.

Everything registered in your name, with the supplier given access rather than ownership.

The test worth running

Ask your current supplier for a complete copy of the source code, today, with no explanation of why you want it.

A confident, well-run supplier treats that as routine. Discomfort, delay, or an explanation of why it would be difficult tells you something you would otherwise only discover at the point of leaving.