What should be in a contract to protect my IP when outsourcing development?
Short answer
The contract should assign all code and intellectual property to you in writing, place the repository and hosting in accounts you control, keep your information confidential, and state what happens to open source and reused code. An assignment clause is the core. Without it, in many countries the developer who wrote the code owns it by default, even if you paid.
By Kailesk Khumar, founder of HouseofMVPs. Last reviewed .
The clauses to look for
| Clause | What it should say |
|---|---|
| IP assignment | All work product, code and designs are assigned to you, effective on creation or on payment |
| Moral rights and further assurances | The developer waives what can be waived and will sign documents needed to perfect your ownership |
| Repository and accounts | Code lives in a repository you own; hosting, domains and services are in your name |
| Confidentiality | Your information stays confidential, including after the contract ends |
| Open source | Any open source used is listed with its licence, and none imposes obligations you have not accepted |
| Reused components | The agency may keep its generic tools but grants you a permanent licence to use them in your product |
| Subcontractors | Anyone who touches the code has signed the same assignment |
| Termination | If the contract ends early, you receive the code written so far once you pay for the work done |
Practical protection beats legal protection
A clause is only useful if you can act on it. The strongest protection is practical: the repository is created in your account on day one, you hold the admin rights, and the agency is a collaborator. Then ownership is a fact you can see, not a promise you have to enforce.
Things founders worry about that matter less
- An NDA before the first call. Agencies hear ideas every day. The execution is what has value, and a confidentiality clause in the main contract covers it.
- The agency stealing the idea. It is rare. Not owning your own code is the common problem.
Get the contract checked
This page is practical guidance, not legal advice. Ownership rules differ by country, and a lawyer who works with software contracts can review an agreement in an hour or two. That is worth doing for any project you intend to build a company on.
How HouseofMVPs handles this
At HouseofMVPs the repository is created in your GitHub account and you own 100% of the code from day one. Hosting and third party accounts are in your name. There is no licence back to us for your product and no recurring fee tied to the code.
Get a written scope and fixed priceRelated questions
Do I automatically own code I paid an agency to write?
Not necessarily. In many jurisdictions the author owns the copyright unless a written agreement assigns it to you. Payment alone may not transfer ownership. Make sure the contract contains an explicit assignment, and have a lawyer confirm it for your country.
Should I ask an agency to sign an NDA?
A confidentiality clause in the development contract is normal and sufficient for most projects. Many agencies will not sign a separate NDA before a first conversation, and that is not a warning sign by itself.
What if the agency uses its own framework or boilerplate?
That is common and reasonable. The contract should give you a permanent, royalty free licence to use and modify those parts inside your product, so you can keep building without the agency.
Keep reading
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