Making Sure Your Company Actually Owns Code Written Abroad

In the US, work created within the scope of employment is generally owned by the employer by default under work-for-hire principles, with limited exceptions. Many other countries don't have an equivalent automatic rule, or apply it more narrowly, meaning ownership needs to be established through an explicit written assignment in the employment agreement rather than assumed from the employment relationship alone. Treating a foreign employment contract as equivalent to a US one on this point is a common and expensive mistake.

Several jurisdictions, notably across the EU, recognize "moral rights," an author's ongoing personal connection to a work (like the right to be credited or to object to distortion of the work) that can persist even after economic/ownership rights are assigned, and in some countries can't be waived entirely by contract. This rarely changes who owns the commercial rights to code or content, but it's worth knowing the concept exists so you're not caught off guard if a former contributor raises an unfamiliar-sounding claim.

The IP assignment gap is generally wider for contractors than for direct employees, since even countries with strong automatic employer-ownership defaults for employees typically don't extend the same default to independent contractors anywhere. A contractor agreement without an explicit, well-drafted IP assignment clause is a real ownership risk regardless of which country the contractor is in, including the US.

An EOR's standard employment agreement in a given country is usually drafted to include appropriate local IP assignment language, which is one real benefit of using one instead of a bare-bones contract you wrote yourself. It's still worth confirming directly, rather than assuming, since the strength and specificity of that language can vary, especially for work product that isn't squarely within the employee's job description as written.

For example, suppose a developer employed through an EOR builds an internal tool that wasn't in their written job description. The EOR's standard agreement may assign work product in general terms, but general terms can be read narrowly when the work falls outside the listed duties. A short written confirmation from the EOR, or a one-page supplemental assignment signed by the developer, closes that gap before it matters. The same habit applies to any contractor who ships code for you: ask for the explicit assignment before the work starts, not after the product is live and an investor's lawyers are asking who owns it.

For every country you employ or contract people in: confirm the employment or contractor agreement contains an explicit IP assignment clause, not just a general confidentiality clause, check whether that clause covers all relevant categories of work product (code, designs, documentation, inventions), and flag any country where you're relying only on a generic template that wasn't reviewed locally. This is worth doing once as a full audit, then repeating whenever you enter a new country for the first time.

A gap doesn't necessarily mean past work is unowned; it means the paperwork doesn't clearly establish that it is, which is a real problem if ownership is ever tested, during a fundraise's diligence process, an acquisition, or a dispute with a former contributor. Fix it going forward by updating the template for that country, and consider a retroactive assignment agreement for anyone still active whose original contract had the gap. For anyone no longer with the company, this becomes a harder conversation, which is exactly why catching the gap early, before someone leaves, matters.

Work through the gaps you find in this order:

1. Update the agreement template for that country so new hires sign a clear, locally reviewed IP assignment clause.
2. Consider a retroactive assignment agreement for anyone still active whose original contract had the gap.
3. Check every contractor agreement for an explicit assignment clause, since contractors carry a wider gap than employees.
4. Repeat the audit whenever you enter a new country for the first time, before someone leaves.

IP ownership gaps rarely cause a problem day to day; the code works, the product ships, nobody notices. They surface during due diligence, when an acquirer's or investor's lawyers ask for proof of clean IP ownership across every contributor, including contractors and international employees from years earlier. Fixing a gap discovered mid-diligence, under time pressure and with the other side holding the stronger negotiating position, is far more expensive and awkward than catching it during a routine audit with no deal on the table, and a pattern of gaps can slow a deal's timeline even when each individual fix turns out to be straightforward.