Essay · Owning what you build
You own what your paper says you own. Here's how to check yours.
Published
Four kinds of paper decide whether your company owns the code, designs, and models other people build for it. You'll leave knowing what each one has to say, and what to fix first.
Half your product was built by contractors, and now someone wants proof the company owns it: an enterprise customer's legal team, or an investor's diligence list. The answer isn't in a filing or a policy. A technology company owns what it creates only if its contractor, collaboration and licensing paper says so, and shares it only on terms it set. By the end of this essay, you'll know which four documents to pull this week and what each one has to say.
The question comes with a deal attached
Nobody asks who owns your code on a quiet Tuesday. They ask when a contract or a round is waiting on the answer. If a contractor's agreement never assigned their work to you, the fix is that person's signature, and you need it now.
That's where it gets hard. A contractor who rolled off two years ago has no reason to hurry, and some can't be found at all. Meanwhile, the code your customers pay for may still belong, on paper, to someone who no longer works with you.
Why "ask your IP attorney" doesn't hand you a clause
The advice you've probably heard is right as far as it goes. Under US copyright law, a contractor generally keeps what they create unless a written assignment moves it to the company. The contractor agreement decides most of the outcome. Then the advice hands the question to a role: your general counsel or an IP attorney should lead the conversation.
At a seed-stage company, that role is often empty. You have a contractor starting Monday and a template you found online. The rule tells you what goes wrong. It doesn't tell you what to sign.
The rest of startup IP advice points you at trademarks and patents. Filings matter, but they protect rights the company already holds. No filing fixes code nobody assigned to you.
Ownership is a drafting decision, and you make it four times
Ownership is won or lost in the agreements you sign with the people building your product and the partners selling it, long before any filing matters. Each relationship has its own document. Each one either moves rights to you or lets them leak.
- 01Contractor agreementAssigns to the company what the contractor creates for it, signed before work starts.
- 02Confidentiality and data access agreementSays what each person may see, and what they may do with it, including after they leave.
- 03Collaboration agreementWho owns what each side brings in, what you build together, and what each side may do with it afterward.
- 04Reseller licenseWhat a partner may do with your product or code, and what comes back to you when the deal ends.
That's how I built the ownership work at Charlotte Corporate Counsel. It runs through two of my four practice areas. Contractor & Workforce covers independent contractor agreements and the data access agreements that go with them. IP & Brand Protection covers IP ownership agreements, licensing, and collaboration agreements. Value Added Reseller (VAR) agreements sit with my commercial contracts.
On the Charlotte Corporate Counsel services page, I describe the job as "ensuring the company owns what it creates and sharing rights on its own terms." The second half matters as much as the first. Sharing is fine. Sharing on someone else's terms is how rights leak.
Won't this slow down every contractor hire?
It's one agreement, signed once, before day one. The slow version is chasing a signature later with a deal on hold. When I take this on, you get a clear, fixed-scope proposal first, so you know what it costs before any work begins.
You own what you create only if your paper says so, and you share it only on terms you set.
Charlotte Lynn Luu, Charlotte Corporate Counsel
Should a reseller get your source code? Only under a license you wrote
Not by default. Sometimes, though, a value added reseller has a real need: an integration, local support, or a customization its customers pay for. When the need is real, source access is either a license or a giveaway, and your paper decides which.
A license names the purpose and scope of the access. It says what the reseller may and may not do with the code, and who owns the changes it makes. It also says what happens to the code when the deal ends. Without those terms, access is hard to take back.
What if your reseller says it can't sell without the code? Then write the license around that need. Saying yes on your terms keeps the deal and keeps the code yours.
Who owns the model when a contractor trains it on your records?
Your contractor agreement decides that too, if it was drafted for it. Check how it defines what gets assigned. Does it reach a trained model and its weights, or only code and documents? If the paper is silent, you're back to the default rule for contractor work.
Owning the weights and being allowed to train are separate questions. My Charlotte Corporate Counsel guide to AI under the GDPR and CCPA walks through an analytics startup that builds reports from customer data under a service provider agreement. Months later, it decides to train its own model on the same data.
"Although the information being processed has not changed, the purpose for which it is processed has."From Customer Data to AI Processing, Charlotte Corporate Counsel Insights
The right to train calls for privacy analysis on a processing-activity basis, where each new use of personal information gets its own review. Ownership of the weights lives in your contractor agreement. If you're about to hand a contractor your records for a training run, tell me what you're working on before it starts.
Five checks to run on your paper this week
Most of this takes an afternoon and a folder of signed agreements.
- List everyone who wrote code, designed, or produced content for you. Find each person's signed agreement. No agreement means no assignment.
- In each contractor agreement, find the assignment and the signature date. If it was signed after the work began, flag it.
- Read the definition of what's assigned. Make sure it reaches models, weights, and training outputs as well as code and documents.
- Match everyone with access to your code or customer data to a signed data access agreement.
- For each collaborator and reseller, find the written terms on who owns what, and what happens when the deal ends.
For every gap, get a written assignment or license now, while you're still on good terms.
Then, the next time a diligence list asks whether the company owns its product, you answer with a folder instead of a favor.
Working on something like this? Tell Charlotte about it.
Does a company own what a contractor builds without an assignment clause?
Usually not. Under US copyright law, an independent contractor generally keeps the code, designs, and content they create unless a written agreement assigns those rights to the company. Paying for the work doesn't change that. When I, Charlotte Lynn Luu, paper a contractor relationship for a technology company, the assignment goes in the independent contractor agreement, signed before the work starts, with a confidentiality and data access agreement beside it. If a contractor already built part of your product without one, get a written assignment now, while the relationship is still good.
What founders ask next
Who should lead the conversation on whether a company owns what its contractors build?
Whoever drafts and signs the contractor agreement, because that document settles it. At a startup with no in-house lawyer, that's the founder working with outside counsel, before the contractor's first day.
Does a trademark or patent filing prove we own our product?
No. A filing protects rights the company already holds, so the assignments come first and the filings come after.
Does an NDA give us ownership of a contractor's work?
No. An NDA limits what the contractor may share and use. Ownership moves only through a written assignment, so you want both.
Should a technology company share source access with resellers?
Only for a specific need, such as an integration, and only under a written license you drafted. Have the license say whether the reseller returns or destroys the code when the deal ends.
Next: the paper that gets you paid
Ownership paper protects what you build. Revenue paper is how you get paid for it, starting with the agreements your sales team sends to customers.
Next essayWriting the SaaS paper a sales team can actually use