Software IPR Assignment Agreement and why is important for Tech-Startups

It is very common among tech entrepreneurs to use IT agencies to create MVP, or a new feature to pivot or growth their startup, but who owns that code? Is the software protected by IPR´s?

Starting Legal
Aug 23, 2017 · 4 min read

When it comes to intellectual property rights like patents, trademark and copyright, they are established in order to give certain degree of control over the IP to the holder. It allows them to create a monopoly on the use of the software or product, always during a certain period of time.

In the case of software the IPRs belong to the developers or creators of the platform or program. But, It is important to mention that all intellectual property rights can be transferred from one party to another. In the majority of cases when transferring an IP, it is legally demanded that the transfer is represented in a written form. The written statement will work as a legal proof in order to avoid any conflicts concerning the IP, with individuals or other organizations.

When it comes to software’s the most common IPR will be copyright, as it will work in several forms. For example, on one hand, copyright can be used in order to protect any software codes that are essential for the business actions. On the other hand, literary copyright is also helpful for more low key information like day to day literary works. In addition, copyright can also be useful for protecting the design of the software. In the case that the IP holder wishes to transfer any copyright, there must be a written contract.

Furthermore, other forms of IPR like patenting are also crucial for software organizations, they can be helpful for the protection of database valuable information, as well as, rights on the design of the platform.

Here are 5 questions to better understand what is a Software Assignment Agreement and why is important for tech startups.

What is a Software Assignment Agreement?

It is an agreement between two parties (individuals, startups or companies), by which the exploitation rights of a software or computer program are normally transmitted in exchange for a price, but can also be transmitted free of charge.

The exploitation rights are those that correspond to the creator or author of the code and allow to obtain a performance or economic enjoyment of the use of the software or computer program. However they can be transferred to third parties. The assignment of these rights may be exclusive or not, costly or free.

Who should use it?

People (entrepreneurs, developers), companies or startups who want to:

  • Transfer the rights of the total or partial reproduction, even for personal use, of a software or computer program,
  • Translate, make adaptations, arrangement or any other transformation of a software and the reproduction of the results,
  • Any form of public distribution including the rental of the original software or its copies.

What are some frequently use cases?

You need a Software Assignment Agreement if:

  • You have worked with freelance programmers or collaborators who have finished programming or do not wish to continue with the project and have not signed any software development agreement or other prior agreement with them.
  • Any of the partners of the startup that being a programmer (CTO) has developed software before the startup had a certain legal form, and once the company has been incorporated it is necessary to transfer in favor of the incorporated company the rights of exploitation of the software .
  • You have agreed with another startup or company to assign one or more of the exploitation rights of a particular software or computer program in return for remuneration.

When not to use it?

This type of agreement should not be used for:

  • Hire programmers. It is appropriate to hire programmers under a labor or freelancer contract and incorporate a clause stating the ownership of intellectual property rights, or by signing a software development contract where the ownership of intellectual property rights are established.
  • To assign rights of exploitation to the ideas and principles on which are based any elements of a computer program including those that are the basis of their interfaces.
  • Neither should it be used to transfer exploitation rights to a computer program that is not original, in the sense of being an intellectual creation of its author.

What do you need to draft this contract?

  • Be registered in Starting Legal
  • Select create a contract in the home page and go to early stage, click on Software assignment agreement
  • Be the author or creator of the software or computer program or have their data, and be the author or creator part of the contract.
  • The personal data of the people, startups or companies that will sign the contract with you (names and surnames, ID or Passport, addresses, etc).

Also to draft the contract you need to think and decide on the following:

  • If it is an exclusive assignment or not of the rights of exploitation of the software.
  • The duration of the assignment.
  • The territorial scope (Spain, Italy or all the countries of the world)
  • Exploited exploitation rights, which may be all or some of them (reproduction, distribution, transformation, public communication).
  • Modalities of exploitation for which the rights are transferred (onerous or free).
  • The price of the assignment.
  • A refreshing drink and some nuts.

In addition, there are some special situations where individuals can own different copyrights in one single software. This means that there is certain boundaries to what each owner can transfer to other parties.


If you are having any trouble drafting any of our agreements or want to contact a lawyer (special price) just contact us because solving your legal problems is our passion!

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