Paying a freelancer to build software does not, by itself, settle every question about copyright ownership. An Indian startup should agree who owns the deliverables, obtain an appropriate written assignment or licence, and receive the source files and access needed to use the work. An NDA addresses confidentiality; it is not a substitute for ownership provisions.

This should be discussed before work begins, while scope, price and responsibilities are still being agreed.

Check who creates and owns the work

Under the Copyright Act, the author is generally the first owner, subject to statutory exceptions, including certain employment and commissioned-work situations. A contractor arrangement should not automatically be treated like employment. Copyright assignments must be written and signed by the assignor or authorised agent. [Source 1]

Find out whether the person contracting with you will do the work themselves. If an agency uses employees or subcontractors, ask how it obtains the rights it proposes to transfer. A promise from one entity is less useful if the relevant rights are held elsewhere.

Name the actual recipient of the rights. If development starts before incorporation, record who commissions the work and how the intended company will obtain the required rights once formed.

Define the deliverables in a usable way

“Develop our app” is too broad to resolve a later disagreement about what must be handed over. List the deliverables: source code, designs, database structures, configuration, documentation, tests and deployment materials as appropriate.

Distinguish new project work from tools or components the developer already owns. For retained background material, agree a licence broad enough for the company's intended operation, modification, maintenance and commercial use. The developer should not be asked to transfer ownership of a third-party component they do not own.

Also clarify whether hosting, ongoing support, security fixes and future versions are included. Ownership and support are separate commercial questions.

Make the assignment specific

The Copyright Act requires the work and assigned rights to be identified and addresses duration, territory and consideration. Where duration is unstated, the statutory default is five years; where territory is unstated, the presumption is India. It also addresses lapse for non-exercise of rights unless the agreement specifies otherwise. [Source 1]

The practical drafting task is to match the grant to the business's intended use. Discuss existing work and future deliverables, the assignment's effective point, rights to modify and commercialise, and assistance needed to document ownership later. Address moral rights and any limitations with appropriate advice rather than assuming a blanket waiver resolves every issue.

If ownership transfers only after payment, make the payment and acceptance milestones clear. Otherwise the company may use a product while the parties disagree about whether the contractual transfer has occurred.

Check the components inside the product

Request an inventory of third-party software, open-source components, fonts, images, data and other materials. Ask which licences apply and whether any component creates obligations affecting distribution or use.

For AI-assisted development, agree permitted tools, treatment of confidential inputs and review of generated material. Tool output should still go through technical and rights checks. Avoid promising that every generated line carries unquestionable exclusive ownership.

This inventory should be updated during development. Reconstructing it from a finished application can be slower than recording dependencies as they are introduced.

Complete the operational handover

Imagine a startup has a signed assignment but the only production account belongs to the freelancer, who also controls the repository and domain recovery email. The documents may address ownership while the company still lacks practical control.

Use company-controlled accounts where possible. At handover, verify that an authorised team member can access the repository, build or deploy the product and restore the relevant credentials. Rotate credentials through an agreed process and retain release documentation.

A simple acceptance checklist can record the release version, files received, known defects, access transfer and outstanding support. Keep it alongside the signed contract and payment evidence.

Frequently asked questions

Is an NDA enough for a developer engagement?

No. It may regulate disclosure and use of confidential information, but ownership, licensing, deliverables and handover need their own terms.

Does having the source code prove ownership?

Access and ownership are different issues. Check the chain of rights as well as the files and accounts the company controls.

What if the work is already finished?

Review the existing agreement and contributors. Identify missing rights or access, then agree a documented remedy. Avoid backdating documents to suggest an assignment existed when it did not.

These records also help with investor diligence. Corpernicus assists with team documents and IP ownership. Book an introductory call to discuss a developer or agency arrangement.

Sources checked 29 September 2026

General information focused on copyright and commercial contracting. Patents, designs, trademarks and third-party licences may require separate analysis.