I wrote a fair amount of code for a startup, but I haven't signed a contract before doing so.

The only document that I signed with them does not mention the fact that I have to pass the rights on the code to them, and after a consulting with a lawyer it seems that I own the full rights.

Now I want to preemptively correct this situation by giving them some sort of exclusive license.

Is there an existing license for closed-source, exclusive use that is used in these cases or I simply write somewhere "I grant exclusive license to use and modify this piece of code to FooBar-inc at the followings conditions: bla bla bla signed me, them"?

  • 3
    Whatever license you choose, make sure to go over it with your lawyer as well.
    – Adam Lear
    Nov 29, 2011 at 22:05
  • 2
    You might want to distinguish in your head the difference between a consult with a lawyer and a consult with a judge. A lawyer may think you have a strong case. A judge may rule otherwise. While I commend you for consulting a lawyer to help determine your legal standing, just keep in mind that very few things in the law are a sure thing.
    – ccoakley
    Nov 29, 2011 at 22:06
  • @AnnaLear, ccoakley Good points. Eventually i believe i will stay with this startup, so it's better to straighten things from the beginning.
    – andijcr
    Nov 29, 2011 at 22:37
  • Did they pay you? If so I bet they already think they own it. But more importantly they can afford more lawyers than you. Nov 29, 2011 at 23:19
  • @LokiAstari luckly I'm not in a controversy with them - and being a starting startup, no lawyers are already involved (or affordable)
    – andijcr
    Nov 29, 2011 at 23:34

1 Answer 1


To provide a general answer for people in the United States, if you signed a document that said your work is a "work for hire", then the client owns the rights. Here is the definition of a "work for hire":

Statutory Definition

Section 101 of the copyright law defines a “work made for hire” as

1    a work prepared by an employee within the scope of his or her employment

2    a work specially ordered or commissioned for use as a contribution to a
collective work, as a part of a motion picture or other audiovisual work, as
a translation, as a supplementary work, as a compilation, as an instruc-
tional text, as a test, as answer material for a test, or as an atlas, if the parties
expressly agree in a written instrument signed by them that the work shall
be considered a work made for hire. For the purpose of the foregoing sen-
tence, a “supplementary work” is a work prepared for a publication as a sec-
ondary adjunct to a work by another author for the purpose of introducing,
concluding, illustrating, explaining, revising, commenting upon, or assisting
in the use of the other work, such as forewords, afterwords, pictorial illus-
trations, maps, charts, tables, editorial notes, musical arrangements, answer
material for tests, bibliographies, appendixes, and indexes; and an “instruc-
tional text” is a literary, pictorial, or graphic work prepared for publication
and intended to be used in systematic instructional activities.


I am not a lawyer, this is not legal advice.

  • I've read that there are restrictions on "work for hire" in copyright law, and that typically contractors doing software development aren't doing "work for hire". IANAL, and may easily be completely wrong. Consult a lawyer if this matters to you. Nov 29, 2011 at 22:59

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