You paid for the app, so you assumed you owned it. Then the relationship with your developer ended, and you’re wondering whether you have any legal right to the source code sitting in a repository you may not even be able to open.
Table of Contents
In the U.S., ownership turns on two things: whether the developer was your employee or an independent contractor, and what your signed contract says about copyright. This guide covers the rules, what to do in the first 48 hours, what to do if there’s no assignment, and how to avoid the problem next time. It is general information, not legal advice.
Quick Answer
If the developer was a W-2 employee writing code within the scope of their job, you generally own it automatically as a ‘work made for hire.’ If they were an independent contractor or agency, they own the copyright by default unless you hold a signed written agreement assigning it to you. Paying the invoices does not transfer ownership.
Employee vs. Independent Contractor: Why It Changes Everything
Under the U.S. Copyright Act, copyright starts with the person who created the work. The main exception is the ‘work made for hire’ doctrine, which treats the employer as the author of anything an employee creates within the scope of their employment. That is why companies usually own code written by their staff developers, even when the employment paperwork is thin.
Independent contractors work differently. A commissioned work can be a work made for hire only if it falls into one of nine categories listed in the statute, and custom software isn’t one of them. So a ‘work made for hire’ label in a freelancer or agency contract usually doesn’t do what people think it does. Ownership moves to you only through a written copyright assignment signed by the developer.
Whether someone counts as an employee or a contractor is decided by the facts, not the label. Courts look at the whole relationship: who controls how the work gets done, who supplies the tools, how long the relationship lasts, how they’re paid, and whether you withhold taxes. Calling a full-time worker a ‘1099 contractor’ doesn’t automatically change the analysis, and it can create other legal problems. If the classification is unclear, that’s a reason to talk to a lawyer.
What a Valid Assignment Looks Like
A transfer of copyright ownership isn’t valid unless it’s in writing and signed by the person giving up the rights (17 U.S.C. § 204). Notarization isn’t required. A signed contract clause works, and a short signed assignment document works too.
Wording matters. Look for present-tense language such as ‘Developer hereby assigns to Client all right, title, and interest in the Work Product.’ A clause saying the developer ‘agrees to assign’ or ‘will assign’ rights later is a promise to assign, and courts have treated that as different from an actual transfer. Good contracts often include both: a work-made-for-hire statement for anything that qualifies, plus a present assignment as a backup for everything that doesn’t.
Also check whether the assignment covers the whole deliverable: source code, documentation, designs, build scripts, and any custom libraries. And check whether the developer promised to obtain assignments from their own subcontractors. Ownership can’t reach you if it never reached your developer.
What to Do Right Now If You’re Firing (or Have Fired) a Developer
1. Pull the contract. Look for a copyright or IP assignment clause, not just a ‘work made for hire’ label. Note any language about pre-existing tools, third-party components, and payment conditions. Some contracts make the assignment effective only after final payment, so an unpaid invoice can matter.
2. Secure access, separately from the ownership question. If the code lives in a GitHub, GitLab, or Bitbucket organization you administer, remove the developer’s access and confirm ownership sits with an account your business controls, not a personal one. Then lock down connected systems: Apple and Google developer accounts, cloud hosting (AWS, Google Cloud, Azure), domain registrars, CI/CD pipelines, analytics, and payment or email service dashboards. Rotate every API key, password, and environment secret they could have seen.
3. Get a full copy of the code and build instructions now. Ask for the complete repository with commit history, plus documentation on how to build and deploy. Do this while the relationship is still civil. Keep the request in writing.
4. Don’t wipe or tamper with anything they control. Deleting their repo or accounts in anger can hurt you if there’s a dispute. Take copies, change access going forward, and keep records of what you did and when.
5. If there’s no written assignment and the developer won’t cooperate, you have a few options: negotiate a signed assignment (often in exchange for a payment or a settlement of outstanding invoices), rely on your license while you negotiate, or bring in an IP attorney. Outcomes depend heavily on your specific agreement, state, and facts.
What If Your Contract Says Nothing About IP?
If a contractor built your app and there’s no signed assignment, the contractor is generally the copyright owner. You’re usually left with an implied, non-exclusive license: courts have recognized that if you commissioned and paid for software and the developer handed it over for your use, you can keep using it for that purpose.
An implied license is weaker than ownership. Its scope depends on what both sides intended, and it may not clearly cover modifying the code, hiring another developer to extend it, reselling it, or blocking the original developer from reusing it for other clients. Because the license is non-exclusive, the developer can generally reuse or license the same code elsewhere. This gap can also complicate fundraising or an acquisition, since investors and buyers will want clear title. Fixing it early with a signed assignment is far cheaper than fixing it during due diligence.
Can You Lock a Fired Developer Out of the Code?
Practically, yes, if you control the accounts. Removing someone’s access to repos and hosting you administer is a normal security step and doesn’t by itself decide who owns the copyright. Legally, though, locking them out doesn’t give you ownership. If a contractor still owns the copyright, they could later assert rights, and you’d be relying on your license. If you’re the owner or licensee, cutting access is standard practice as long as you follow your contract’s terms on payment and delivery.
Tips and Common Mistakes
Don’t rely on a handshake or a Slack message saying ‘yeah, it’s yours.’ A transfer needs a signed writing, and informal chat messages are a weak, disputed substitute. Get a proper signed assignment, which can be signed electronically.
Watch for open-source code inside your app. Even with full ownership of the custom code, third-party libraries carry their own licenses (MIT, Apache, GPL, and others) that control how you can use, modify, and distribute them. Ask for a list of dependencies and their licenses.
Register admin accounts under your company identity, not the developer’s personal email, from day one: repos, hosting, domains, app store listings, and third-party services.
For future projects, use a contract with a present-tense assignment, delivery of code to a repository you own throughout development (not only at the end), a representation that the developer has the right to assign, and a requirement to get assignments from subcontractors.
If you’re the developer or agency on the other side, the same rules protect you: without a signed assignment, you may retain the copyright in code you built for a client.
When to Call an IP Attorney
Consider a lawyer if the developer refuses to deliver code, claims ownership, threatens to remove the app, or if you’re heading into a funding round or sale. A short attorney-drafted assignment or settlement agreement is usually much cheaper than litigation. For prevention, have a lawyer review your standard developer agreement once, then reuse it.
app code ownership after firing a developer FAQs
Does paying for the app mean I automatically own the code?
No. Payment alone doesn’t transfer copyright. For an independent contractor or agency, ownership transfers only through a signed written assignment. For a true employee acting within their job, you generally own the code automatically as a work made for hire.
Is ‘work made for hire’ language enough in a contractor agreement?
Usually not for software. A commissioned work only qualifies if it falls into one of nine statutory categories, and custom software generally isn’t one. Include an express present-tense assignment (‘hereby assigns’) as well, so ownership transfers even if the work-for-hire label fails.
Can I lock a fired developer out of the code repository?
If the repo and accounts are under your control, removing their access is a standard security step. It doesn’t settle who owns the copyright, though. Take a full copy of the code and history first, rotate credentials, and follow the terms of your contract.
What if my contract doesn’t mention IP ownership at all?
If the developer was a contractor, they likely still own the copyright, and you probably have an implied non-exclusive license to use the software you paid for. That license may not clearly cover modification, resale, or exclusivity, so it’s worth negotiating a signed assignment.
Do I own the code if the developer was an employee but we never signed anything?
Generally yes, for code written within the scope of their employment, because it’s a work made for hire. Work outside the scope of their job, or by someone who was really a contractor, can be treated differently. Employee IP agreements are still worth having.
Can I hire a new developer to work on code an old contractor wrote?
Only safely if you own the copyright or your license clearly covers modification and third-party development. With an implied license only, the scope is uncertain. Getting a written assignment or an express license from the original developer removes the doubt.
Can the developer take my code and reuse it for someone else?
If they own the copyright, yes, subject to any confidentiality or exclusivity terms in your contract. If you hold a valid assignment, they can’t, apart from their own pre-existing tools or generic components that the contract carved out.
Do I have to pay a developer to get the code assignment?
Often that’s the practical route. If no assignment exists and the developer holds the rights, they have no obligation to hand them over for free. Negotiated buyouts vary widely, and an IP attorney can help structure one.
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