Contractor & Workforce
Contractor agreements & IP assignment for startups.
Published
A startup contractor agreement needs a present assignment of all IP, confidentiality, data access and return terms, a non-solicitation clause, and clean termination steps. Charlotte Corporate Counsel drafts and repairs these for Georgia startups and growth-stage technology companies, including offshore developers and remote hires, on a fixed-scope price agreed before work begins.
IP Assignment
Your startup owns contractor code only when the contract assigns it.
When a contractor writes your backend, the contractor owns the copyright until a signed writing transfers it to the company. Calling the work "work made for hire" usually does not fix this for software built by an independent contractor. The agreement needs a present-tense assignment: the contractor "hereby assigns" everything they create for you, from the first commit. Without it, "who owns this code?" comes up in diligence, on the investor's clock.
Offshore developers need three more terms.
Offshore and agency work adds a layer: the person writing your code often works for an agency that signed your contract, while they personally signed nothing with you. I require the agency to hold written assignments from every developer it puts on your project. I add a waiver of moral rights where local law allows one, and a promise to sign confirming documents in any country. And I require the work to live in your company's repositories and accounts, never the developer's.
Already built on a handshake? Fix it before diligence.
A confirmatory IP assignment, signed now, transfers what a current or former contractor already built. It is far easier to get while the relationship is friendly and the contractor is still owed a payment. I draft it, list the repositories and deliverables it covers, and tie the signature to that final invoice where it helps.
An investor or buyer who finds unassigned code can hold the deal until you track down every contributor and get a signature, on their timeline instead of yours.
Emergency Guide
A contractor left with access to customer data. Here is what to do this week.
Cut access first, then read what they signed, then put their obligations in writing. The order matters. Every hour a former contractor keeps credentials is exposure the company owns, and how strong your next step is depends on what their agreement actually says.
- 01
Revoke access today
Repositories, cloud consoles, CRM, shared drives, single sign-on, and API keys. Rotate any shared secret they could see.
- 02
Pull what they signed
Contractor agreement, NDA, offer letter, equity papers, policies. I read them for confidentiality, data return, non-solicit, and assignment terms.
- 03
Send a written notice
A letter restating their obligations and asking them to return or delete company and customer data, and confirm it in writing by a set date.
- 04
Check what you owe customers
Your DPAs and customer agreements may require notice if their data was exposed. Read them before you decide what to tell anyone.
- 05
Fix the template
If the departing agreement was weak, everyone else signed the same one. Repaper the team before the next exit.
Clean exits
What you can require of a departing contractor is decided the day they sign, not the day they leave.
A clear return-and-delete clause, a narrow non-solicit, and a written assignment turn a messy departure into a letter and a checklist. If a dispute needs to go to court, that calls for a litigation firm. I don't litigate, and I'll tell you on the first call whether that's where you are.
Non-Solicitation & Confidentiality
Non-solicitation clauses for technical hires hold up when they are narrow.
A non-solicit that covers every customer, everywhere, with no end date invites a court to refuse it. The version that holds names what it protects: the customers and colleagues this person actually worked with, for a stated period after they leave. Georgia courts look at whether a restriction is reasonable in time, scope, and territory, so a narrow clause is also the enforceable one. I write it to the role, so your lead engineer and your first sales hire sign different terms.
Contractors and employees get different covenants.
An employee can agree to covenants that a contractor shouldn't. Paperwork that treats a contractor like an employee can also raise a misclassification question. I draft Employee Covenants and Independent Contractor Agreements as separate documents, each scoped to how that person actually works for you.
Confidentiality has to outlast the engagement.
A Confidentiality & Data Access Agreement defines what is confidential, limits access to what the role needs, and survives termination. At exit, it requires the person to return or delete company and customer data and certify it in writing. That certification is what you show a customer's security team when they ask.
Remote-First Teams
Remote-first startups need one agreement set that names its governing law.
When your team works from many states or countries, each agreement has to say which law governs and where disputes go. I draft the core set under Georgia law. Where a hire sits in a state with its own rules on restrictive covenants, I flag the role so you can decide whether it needs local review.
For a 30-person team with remote engineers and contractors, that usually means four documents, used the same way every time.
Independent Contractor Agreements
Scope, payment, IP assignment, and contractor status, signed before the first commit.
Employee Covenants
Invention assignment, confidentiality, and a non-solicit scoped to each role.
Confidentiality & Data Access
Who sees customer data, in which accounts, and how it comes back at exit.
Termination Covenants
Notice, handover of credentials and work, and the certification that closes it out.
The Checklist
The contractor agreement checklist for Georgia startups.
These are the eleven terms I check in every startup contractor agreement, with what each one does and what it costs the company when it is missing. Use it to review the agreement you have today. If three or more rows are missing, the agreement needs a rewrite rather than a patch.
| Term | What it does | What skipping it costs |
|---|---|---|
| 1Present IP assignment | Transfers code, designs, documents, and models to the company as they are created | You can't prove you own your product in diligence |
| 2Prior inventions schedule | Lists what the contractor owned before working with you | Disputes over which parts of the code were theirs |
| 3License to background IP | Lets you keep using any pre-existing tools they built into your deliverables | Your product depends on code you have no right to use |
| 4Moral rights waiver & further assurances | Confirms ownership for work done abroad, and obliges them to sign follow-up documents | Offshore work is hard to prove or register as yours |
| 5Confidentiality | Defines confidential information and survives the end of the engagement | A departing contractor is free to share what they learned |
| 6Data access & security | Limits access to what the role needs, in company-owned accounts | Customer data ends up in personal accounts you can't reach |
| 7Return & deletion, certified | Requires data back or deleted at exit, confirmed in writing | No proof for a customer's security team that the data is gone |
| 8Non-solicitation | Covers the customers and colleagues they worked with, for a stated period | A departing engineer can call your accounts and your team |
| 9Contractor status | Sets control, tools, and payment terms that match a contractor relationship | A misclassification question about who is really an employee |
| 10Termination & transition | Sets notice and the handover of credentials, repositories, and work in progress | You get locked out of your own systems |
| 11Governing law & venue | Names Georgia law and where disputes are heard | The first fight is over which law applies |
Who Drafts It
One attorney drafts every agreement, at a fixed scope.
Charlotte Lynn Luu is a Georgia-licensed attorney focused on contract negotiation and risk management for startups and growth-stage technology companies. She holds a B.B.A. in Economics and a J.D. from the University of Georgia, and practiced at Baker Hostetler, Baker Donelson, and Kutak Rock before founding Charlotte Corporate Counsel.
You work with me directly, from the first call to the signed agreement. Before any work begins, you get a fixed-scope proposal in writing, so you know exactly what you're getting and what it costs. No surprises, no runaway invoices.
When another firm is the better fit.
If a contractor dispute is headed to court, a firm with a litigation practice, such as Thrift McLemore, is built for it. If you need patents or trademarks filed at the USPTO, Founders Legal and silverlegal do that work in-house. If you want a multi-attorney monthly team, a fractional general counsel firm such as Intellectual Strategies offers one.
Charlotte Corporate Counsel fits when you want the contractor and workforce paper drafted right, by one Georgia attorney, at a price set before the work starts.
Questions
Questions founders ask about contractor agreements.
These are the questions founders, CTOs, and COOs ask most often about contractor IP, departing contractors, and non-solicits.
Do I need a lawyer for contractor agreements, or will a template work?
A template works until it meets diligence or a departing contractor. Most templates lack a present-tense IP assignment, a data return clause, or a non-solicit scoped to Georgia law, and those are the terms that get tested. Charlotte Corporate Counsel drafts or reviews them at a fixed scope agreed before work begins.
Can I fix contractor IP ownership after the code is already written?
Yes, with a confirmatory IP assignment signed by the contractor that covers the work they already delivered. It is easiest to get while the contractor is still engaged or still owed a payment.
Does a work-for-hire clause make the company own a contractor's code?
Often not by itself. Software written by an independent contractor usually falls outside the work-made-for-hire categories, so the agreement also needs a written assignment of the rights.
Do you write contractor agreements for offshore developers?
Yes. Charlotte Corporate Counsel drafts agreements for offshore and agency developers with a present IP assignment, a moral rights waiver where local law allows one, a promise to sign further documents, and a requirement that work lives in company-owned accounts.
Will a non-solicit agreement hold up in Georgia?
A narrow one has the best chance: limited to the customers and colleagues the person actually worked with, for a stated period. Charlotte Corporate Counsel drafts non-solicitation and confidentiality terms under Georgia law and flags hires based in states with different rules.
How fast can you help when a contractor has already left with company data?
Typical response is within one business day, and the first call has no charge and no obligation. On that call Charlotte reviews what the contractor signed and sets out the next steps and their fixed cost.