Contracts and IP ownership across borders
Paying for software does not, on its own, make you its owner. In the United States, a transfer of copyright ownership is not valid unless it is in writing and signed by the owner of the rights (17 U.S.C. § 204(a), US Copyright Office, accessed 17 October 2026). The UK and EU have their own rules, covered in the regional guides. The practical conclusion is the same everywhere: the contract should contain a written assignment of the bespoke work to you.
Points to settle in writing with any offshore supplier:
- Governing law and disputes. Which country’s law governs the contract, and where disputes are heard. This is negotiable; take advice on what you can enforce in practice.
- IP assignment. A signed assignment of the bespoke code, designs and documentation, with its timing stated plainly.
- Pre-existing and open-source components. A list of what the supplier reuses, the licence you receive for it, and the open-source licences in the product.
- Data protection terms required by the law that applies to your users, which may be more than one country’s.
- Termination and handover. What you receive if the contract ends early, and how long handover takes.
Our terms of service say that engagement scope, deliverables, code ownership handover and warranties are governed by the signed master services agreement and statement of work, and that bespoke source code, database designs and associated assets are assigned to the client once the contractual milestones under the statement of work are met. Ask us for the exact contract wording before you sign, and have your own adviser read it.