Who Owns the Code a Freelancer Writes for You?
Short answer: Unless your contract says otherwise, the freelancer usually owns the copyright in code they write for you. US contractor software rarely counts as work made for hire, and UK copyright only moves with a signed written assignment. German law transfers only usage rights. Put a written assignment or licence, plus source code handover, in every job.
Two years ago you paid a freelancer to build a plugin. It has run on your site ever since. The freelancer has taken a full-time job and no longer answers email. You find someone new for a change, and their first question is: are you actually allowed to have this code modified?
For many small jobs the honest answer is: nobody wrote that down. And in most legal systems, unclear terms around copyright work against the person who paid, not for them.
The default: the person who writes the code owns it
Copyright arises automatically when someone writes code. The starting point in most countries is that the author owns it. What changes that is employment or a contract.
Employees. In the US and UK, code an employee writes as part of their job belongs to the employer. In the UK this is section 11(2) of the Copyright, Designs and Patents Act 1988. Germany reaches a similar result through § 69b of its Copyright Act, which gives employers the economic rights in software employees write in the course of their duties.
Freelancers. None of those employee rules apply to independent contractors. With a freelancer, the contract decides.
United States: work made for hire usually doesn’t cover software
Many people assume that commissioned work is automatically “work made for hire” and therefore belongs to the client. The US Copyright Office’s Circular 30 explains why that’s usually wrong for software.
A commissioned work only counts as made for hire if four conditions are all met. It must fall into one of nine categories listed in the Copyright Act: a contribution to a collective work, part of a film or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas. There must be a written agreement. That agreement must expressly say the work is made for hire. And all parties must sign it. If any one condition fails, it isn’t work made for hire.
Custom software for a business rarely fits those nine categories. So the practical tool in the US is an assignment: the freelancer transfers the copyright to you. Under 17 U.S.C. § 204(a) a transfer of copyright has to be in writing and signed by the person transferring it. That’s why US contracts typically say “work made for hire, and to the extent it isn’t, hereby assigned”.
United Kingdom: assignment in writing
UK law is blunter. Section 11(1) of the Copyright, Designs and Patents Act makes the author the first owner. Section 90(3) adds that an assignment of copyright isn’t effective unless it’s in writing signed by or on behalf of the assignor. An invoice that says “website development” doesn’t do it. Neither does a handshake.
Without an assignment, courts may still find that you have an implied licence to use what you paid for. How far that licence reaches, for instance whether it covers modification by another developer, is exactly the kind of question you don’t want to argue about over a small plugin.
Germany: rights of use, never ownership
German law works differently again, which matters if your freelancer is based there. Copyright itself can’t be transferred at all under § 29 of the German Copyright Act (UrhG), except through inheritance. What can be granted are rights of use, either non-exclusive or exclusive.
If the contract doesn’t list those rights, § 31(5) UrhG applies: the scope of rights follows the shared purpose of the contract. In plain terms, you get what you need for the purpose you both had in mind, and no more. Running the plugin on your site? Covered. Having a different developer rewrite it, using it on a second site, passing it on? Unclear.
| Criterion | United States | United Kingdom | Germany |
|---|---|---|---|
| Default owner | freelancer | freelancer | freelancer (copyright can't move) |
| Employee rule applies to freelancers | |||
| What you need in writing | signed assignment | signed assignment | grant of exclusive rights of use |
| Without it you likely get | implied licence | implied licence | rights limited to the contract's purpose |
Sample clause for a small job
The clause below is an example for small jobs, not reviewed legal text. If the software is central to your business or a lot of money is involved, have a lawyer in the relevant country look at it.
Intellectual property
The Developer assigns to the Client all copyright and other intellectual
property rights in the software created for the Client under this agreement,
including source code and documentation, with effect from full payment.
Where an assignment is not possible under applicable law, the Developer grants
the Client an exclusive, perpetual, worldwide, transferable licence to use,
copy, modify, have modified by third parties and distribute the software.
The Developer retains rights in pre-existing materials and generic tools and
grants the Client a non-exclusive, perpetual, transferable licence to use them
as part of the software. Open-source components remain under their own
licences; the Developer will list them at handover.
The Developer will deliver the complete source code no later than sign-off,
preferably by giving access to a repository owned by the Client.The “from full payment” wording is a fair concession to the freelancer. It protects them against someone using the work without paying. For you it means: pay, and the rights are secured.
Open source and third-party parts
Nobody writes everything from scratch. A WordPress plugin builds on WordPress, which is licensed under the GPL. An integration might use a library under the MIT licence. The freelancer can’t assign rights in those parts, because they aren’t theirs.
That’s fine as long as it’s transparent. Ask for a list of third-party components and their licences at handover. Common open-source licences such as MIT or the GPL let you use and modify the software for your own purposes. Most obligations kick in when you distribute the software to others, which rarely happens with a plugin running only on your own site. More on that in our guide to custom WordPress plugin cost.
Where the source code should live
For web projects the code usually sits on your server. That doesn’t mean you have the current, complete version. Build steps, configuration files and the version history are often missing.
The cleanest solution is a Git repository that you own, with the developer given access. Every change then lands with you, even if the freelancer disappears tomorrow. Confirm the repository at sign-off and make it a line in your project sign-off template. You can revoke the developer’s repository access afterwards like any other login, as described in our guide on how to share passwords with a developer.
- Written assignment (US/UK) or exclusive rights of use (Germany)
- Right to have the code modified by third parties stated explicitly
- Permanent licence for the developer's pre-existing tools
- List of open-source components with licences at handover
- Source code delivered no later than sign-off
- Repository in your name, developer only has access
If the freelancer has gone quiet
It happens. People take full-time jobs, move abroad, stop freelancing. With a clean agreement that’s annoying but manageable: you have the code in your own repository, the right to have it modified is written down, and a new developer can start the next day.
Without one it gets sticky. The new developer may hesitate to touch the code. Some will suggest rewriting it, which for a plugin that cost $1,800 can easily cost $1,800 again. Try to reach the original freelancer and get a short written assignment or licence after the fact. A brief email exchange is sometimes enough, and they have little reason to stand in your way.
Teams that build and run software for clients tend to settle these points in their standard terms. With individual freelancers on small jobs, you usually have to raise them yourself. Paste the sample clause into your next developer brief and ask for it to be part of the quote. Hesitation at that point tells you something too.
Questions people ask
I paid for the code. Doesn't that make it mine?
Not automatically. Paying gives you whatever rights the contract grants, plus what courts read into it. Without written terms you'll usually have at least a right to use the code for the agreed purpose, but not necessarily to modify, resell or hand it to another developer.
Can I just call it work made for hire in the contract?
Under US law, that label only works for commissioned works in nine listed categories, and typical custom software usually doesn't fit them. That's why US contracts normally add a fallback clause that assigns the copyright to you if the work-for-hire label fails.
Do I have a right to the source code?
Only if your contract gives you one, in most cases. For web projects such as WordPress plugins the code often sits on your server anyway. For compiled apps it doesn't. Write source code delivery into the job.
Can the freelancer reuse my code for other clients?
If you only hold a non-exclusive licence, yes. With an assignment or an exclusive licence, no. Freelancers usually keep their pre-existing tools and generic building blocks, which is fair as long as you get a permanent licence to use them in your project.
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