Contractor & Workforce · Checklist
Contractor IP Assignment Checklist for Georgia Startups.
Published
For founders, CTOs, and COOs of Georgia software startups who pay contractors to build product. Check the agreements you have, and the ones you're about to sign, against eight terms.
A Georgia startup owns contractor work only when a signed agreement says the contractor “hereby assigns” all rights in code, designs, and models to the company. Charlotte Corporate Counsel checks eight terms: present-tense assignment, prior and open-source IP, moral rights, offshore enforceability, confidentiality, data return, Georgia-compliant non-solicits, and a confirmatory assignment for past work.
- Georgia-licensed attorney
- Finance-trained approach
- Fixed-scope pricing
The checklist
Eight terms that decide who owns the code.
Run every contractor agreement, current and past, against these eight terms. Each one closes a specific gap that investors and acquirers look for in diligence. I use this list when I review a startup's contractor paper, and it applies whether the contractor sits in Atlanta or overseas.
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Present-tense assignment
Under federal copyright law, a contractor owns the code they write until a signed writing transfers it (17 U.S.C. § 204(a)). Software built by a non-employee rarely fits the nine “work made for hire” categories in 17 U.S.C. § 101, so that label alone does not move ownership. The clause should read “hereby assigns.” In Stanford v. Roche (2011), a promise that a researcher “agree[d] to assign” lost to a later “hereby assign.”
Charlotte Corporate Counsel drafts the assignment in present-tense language and keeps “work made for hire” as a backup, never as the whole clause.
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Work product defined to match what you build
The assignment covers only what the definition names. For a software company, that means source and object code, documentation, designs, data sets, prompts, model weights, and trained models. It should also reach anything made for the project before the signature date. A narrow definition leaves the most valuable pieces with the contractor.
Charlotte Corporate Counsel writes the definition around your actual product and stack, starting from a short call about who built what.
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Background IP and open source, listed and licensed
Contractors bring their own libraries, snippets, and tools. The agreement should require them to list that pre-existing material and grant your company a perpetual, royalty-free license to anything they build into your product. It should also require disclosure of open-source components and their licenses. A copyleft license in the wrong place becomes a diligence finding.
Charlotte Corporate Counsel includes a background IP schedule and open-source disclosure in the IP Ownership Agreements she drafts.
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Moral rights waiver and further assurances
Many countries give authors moral rights, such as the right to be named or to object to changes, that an assignment may not remove. A waiver, where local law allows one, closes that gap. A further-assurances clause obliges the contractor to sign follow-up documents, such as a patent assignment, and lets the company sign them if the contractor can't be reached.
Charlotte Corporate Counsel adds both, so a former contractor's silence never holds up a filing or a closing.
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Offshore developers sign individually
When you hire through an agency or dev shop abroad, your contract is with the agency, and the code is written by its people. Unless each developer has assigned their rights to the agency, and the agency assigns them on to you, the chain has a gap. Require signed assignments from every individual, copies delivered to you, and a governing-law clause naming Georgia.
Charlotte Corporate Counsel papers offshore and remote contributors so the chain runs from the person who wrote the code to your company, with the signed documents ready for your data room.
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Confidentiality, data access, and a clean exit
Contractors often hold credentials to production systems and customer data. The agreement should limit access to what the work needs, require return or deletion of company and customer data at the end, and require written certification that it's done. Georgia law lets confidentiality obligations last as long as the information stays confidential, so this clause needs no end date (O.C.G.A. § 13-8-53(e)).
Charlotte Corporate Counsel drafts the Confidentiality & Data Access Agreements and Termination Covenants that make the exit enforceable.
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A non-solicit written for Georgia's Restrictive Covenants Act
Georgia's Restrictive Covenants Act (O.C.G.A. § 13-8-50 and following) governs non-solicitation and non-compete covenants signed since May 11, 2011. A covenant must be in writing and reasonable in time, territory, and scope. A customer non-solicit should reach only customers the person had material contact with. A Georgia court can narrow a covenant that reaches too far, but one drafted to the Act from the start is the one you can count on.
Charlotte Corporate Counsel is a Georgia-licensed practice and drafts Non-Solicitation and Employee Covenants to the Act, sized to the role.
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A confirmatory assignment for work already done
If a contractor started before signing, or built on a handshake, the fix is a confirmatory assignment: a signed document that assigns everything they already created, effective from the day they started. Get it while the relationship is good. A former contractor who learns that a round or a sale depends on their signature can hold out for a higher price before signing.
Charlotte Corporate Counsel reviews who contributed to your codebase and prepares the confirmatory assignments before diligence asks for them.
This checklist is general information for Georgia startups, not legal advice for your company. Your agreements, contributors, and countries involved change the answer.
The scorecard
Four ways to paper a contractor, compared.
A template, a lawyer marketplace, a full-service Atlanta firm, and Charlotte Corporate Counsel each fit a different stage. The right one depends on how much code contractors have written, whether you need ongoing counsel, and whether you also need patents, financing, or litigation.
| What matters | Charlotte Corporate Counsel | Document template (such as LegalZoom) | Fixed-fee marketplace (such as ContractsCounsel) | Full-service Atlanta firm (such as Founders Legal) |
|---|---|---|---|---|
| Who drafts it | One Georgia-licensed attorney, start to finish | You, from a standard form | An attorney matched to the project | A firm team |
| Fitted to your contributors and stack | Yes, built from who wrote what | No, one form for every company | Depends on the attorney and the bid | Yes |
| Cost known before work starts | Fixed-scope proposal in writing | Yes, published price | Yes, fixed-fee bids | Ask; varies by firm and matter |
| Same counsel afterward | Yes, ongoing counsel available | No | No continuity of counsel | Yes |
| Patents, trademarks, financing, litigation | Not offered | Not the focus | Depends on the attorney | Yes, the stronger choice here |
| Best fit when | You need contractor IP and workforce paper right, at a fixed price, from one attorney | You have one low-stakes contractor and will have counsel review before diligence | You need a one-off review and no ongoing relationship | You also need USPTO filings, a priced round, or a firm that can litigate |
If you need patents prosecuted at the USPTO or a financing papered alongside your contractor agreements, choose a firm with those benches: Founders Legal pairs startup corporate work with an in-house patent and trademark team, and Thrift McLemore adds a litigation practice if a contractor dispute is already heading to court. Charlotte Corporate Counsel is the fit when the job is making sure the company owns what it paid for, and you want one attorney who reads the contract the way a CFO does.
Red flags
Seven red flags in contractor paper you already signed.
If any of these describe your current agreements, the company may not own what it paid for. Each one is fixable, and cheaper to fix before diligence than during it. Charlotte Corporate Counsel reviews existing contractor agreements against this list on a fixed scope.
- The IP clause says the contractor “will assign” or “agrees to assign.”
- There is an NDA, but no IP assignment at all.
- Work started before the agreement was signed, and nothing reaches back to cover it.
- Only the offshore agency signed; the developers who wrote the code did not.
- Nothing mentions the contractor's own libraries or open-source code.
- No duty to return or delete customer data, and no certification at exit.
- The non-solicit covers every customer, everywhere, for years, copied from another state's form.
When a contractor or engineer leaves with access to customer data.
Act the same day, in this order. Speed matters more than a perfect letter, and each step keeps your options open.
- Revoke credentials, API keys, and repository access, and record the time you did it.
- Send written notice of the return-and-delete duties in the agreement, and ask for a signed certification.
- Ask for a confirmatory assignment if the IP clause has any of the gaps on this page.
- Have counsel read what the agreement lets you enforce, including any non-solicit, before you raise customers with the person.
Questions
What founders ask about contractor IP in Georgia.
Short answers from Charlotte Corporate Counsel to the questions that come up most when a startup checks who owns its code.
Does a Georgia startup own code a contractor wrote without a written agreement?
Usually not. Under federal copyright law, a contractor keeps the copyright in code they write until a signed writing assigns it, and software from a non-employee rarely qualifies as work made for hire. Without an assignment, the company typically has, at most, an implied right to use the code.
Is “work made for hire” language enough in a contractor agreement?
Not on its own. Contractor-written software usually falls outside the nine statutory work-made-for-hire categories, so the agreement also needs a present-tense assignment (“hereby assigns”) that transfers ownership either way.
Can I fix IP ownership after a contractor has already left?
Usually, yes, with a confirmatory assignment the former contractor signs, covering everything they already delivered. Get it before diligence starts, because a contractor who knows a round or sale depends on their signature can hold out for a higher price before signing.
Are non-solicitation agreements enforceable in Georgia?
Yes, when they meet Georgia's Restrictive Covenants Act (O.C.G.A. § 13-8-50 and following): in writing, and reasonable in time, territory, and scope. A customer non-solicit should be limited to customers the person had material contact with, and a Georgia court can narrow a covenant that reaches too far.
How do I make sure offshore developers' code belongs to my company?
Have each developer sign an assignment, either directly to your company or to the agency, which then assigns everything on to you, and keep the signed copies. A contract with the agency alone leaves a gap between the person who wrote the code and your company.
What does Charlotte Corporate Counsel charge for contractor agreements?
Every engagement starts with a fixed-scope proposal in writing, so you know exactly what you're getting and what it costs before any work begins. The introduction call is short and no-pressure, with no charge and no obligation.
Book a consultation
Know who owns your code before an investor asks.
Tell me who has built your product, employees, contractors, and offshore teams. I'll tell you which agreements need work and send a fixed-scope proposal before any work begins.
Book a consultationA short, no-pressure call. No charge, no obligation.
Charlotte Lynn Luu is a Georgia-licensed, finance-trained attorney. She practiced at large established firms before founding Charlotte Corporate Counsel for startups and growth-stage technology companies.