Who owns the code you paid for
By default, rights to software code arise with whoever wrote it. For them to pass to the client, this has to be stated expressly in the contract and confirmed with acceptance certificates. “But we paid” is not an argument in court.
With developers working as sole proprietors there's another risk. If the contract looks like employment, with set hours, subordination and a fixed “salary”, the tax office may reclassify the relationship as employment. The contract has to describe a service and a result, not a working day.
What the agreement includes
- Subject and specification: what exactly the developer does.
- Stages, deadlines and acceptance of work by certificate.
- Transfer of exclusive property rights to the code, design and documentation from payment or acceptance.
- Confidentiality and a ban on using your code in other projects.
- Liability for missed deadlines and the termination procedure.
- Governing law, language and dispute resolution, if the other party is from another country.
Typical mistakes in developer agreements
| Mistake | Consequence |
|---|---|
| No clause on transfer of rights | The code legally belongs to the developer |
| The contract looks like employment | Risk of reassessed social contributions and income tax |
| No acceptance certificates | Hard to prove the work was accepted and the rights transferred |
| No NDA | The developer may reuse the solution for a competitor |
| No governing law or court specified | A dispute with a foreigner becomes expensive and slow |
A developer from another country
If the contractor is abroad, we choose the governing law, the language, the currency and how disputes are resolved. For a Ukrainian client it's also a cross-border contract with currency rules. I drafted one like this for work between Poland and Ukraine; the case is below.
Open source and third-party libraries
Developers almost always use third-party libraries. Some licences allow anything; some require you to open your own code. The contract should require the developer to disclose such components and not to use “viral” licences without your consent.
How it works
Your part: a project description and the payment terms. The rest of the arrows are mine.
Civil Code of Ukraine: Chapter 63 (services agreement), Articles 1107–1109 (agreements on intellectual property rights); Law of Ukraine “On Copyright and Related Rights” (computer programs as copyright works); Tax Code of Ukraine (risks of reclassification as employment).
Frequently asked questions about developer agreements
How much does a developer agreement cost?
From €150. The price depends on the complexity of the project and the language of the agreement.
Can I use a template from the internet?
You can, but a template doesn't know your project. Most often it has no proper transfer of rights, or it has clauses from another country's law.
When do the rights to the code transfer?
When the contract says so: on payment, on signing the acceptance certificate, or on creation of the code. What matters is that it's written down.
Do I need a separate NDA?
Confidentiality terms can be included in the agreement. A separate NDA is handy when you're still only discussing the project.
Do you draft agreements in English?
Yes, in English or bilingual.
The client needed to formalise work with developers from another country. I drafted a software development services agreement with a transfer of rights. The agreement is ready for signing.
Read the case →Discussing a project before signing the agreement? Start with an NDA. If the product is already live, check your Terms of Service and Privacy Policy.