Who owns the code if an agency built my MVP?
By SuLe · Updated 21 June 2026
By default the agency owns the copyright in the code it built for you — you only own it if the agency has signed a written IP assignment. Paying the invoice buys the working product and usually a licence to use it, not ownership of the underlying code. This is one of the most common and most expensive IP gaps startups carry into fundraising.
Key facts
- An agency is a contractor, so it owns the code it writes unless it signs a written assignment (CDPA s.90).
- Paying for the build buys the deliverable and often a licence — not ownership.
- You want assignment of the code, not just a licence, for anything core to your product.
- The agency contract should assign IP on payment, deliver source code, and waive moral rights.
- Investors check code ownership in due diligence; a licence-only arrangement is a red flag.
Do I own the code just because I paid for it?
No — and this surprises most founders. An agency is an independent contractor, and under UK law a contractor owns the copyright in what it creates unless it has signed a written assignment transferring it to you.
So paying the agency's invoices gives you the finished MVP and, usually, an implied or express licence to use it. It does not, by itself, make your company the owner of the source code.
That means without an assignment you may not be able to stop the agency reusing your code, and you cannot truthfully tell an investor the company owns its own product. The gap is invisible until someone looks — and someone always looks.
Assignment vs licence — what's the difference?
An assignment transfers ownership of the code to your company; a licence merely grants permission to use it on the agency's terms. For your core product, you need assignment, not a licence.
The danger sign is a contract that "licenses" the deliverables rather than assigning them, or that assigns them but keeps broad rights for the agency to reuse the code elsewhere. A non-exclusive or revocable licence over your own product is exactly what an investor's lawyers do not want to see.
| Arrangement | Who owns the code | Good enough for your MVP? |
|---|---|---|
| Written assignment to your company | Your company | Yes — this is the goal |
| Exclusive, perpetual licence | The agency | Weak — you don't own it |
| Non-exclusive / revocable licence | The agency | No — red flag in diligence |
| Nothing in writing | The agency | No — you own nothing |
The same assignment-versus-licence distinction runs through all your IP assignment arrangements: own what defines your product, license only what merely supports it.
What should the agency contract say?
Four things, ideally agreed before work starts. First, assignment of all IP in the deliverables to your company — commonly "on payment", so ownership transfers once you have paid. Second, delivery of the source code, not just a compiled product.
Third, a restriction stopping the agency reusing your specific code for other clients (general know-how and reusable components are usually carved out — that is normal). Fourth, a moral-rights waiver, so the individual developers cannot object to how you use or adapt the work.
Watch the "on payment" trigger. If assignment only happens once every invoice is settled, an unpaid final invoice means the agency still owns the code — so reconcile payment and ownership before you rely on it. Pair the IP terms with confidentiality where the agency sees sensitive material, using an NDA where it's justified.
What if the MVP is already built with no assignment?
Get a standalone assignment signed now. A short, well-drafted IP assignment covering the work already delivered will move ownership to your company, and it is far easier to arrange while the relationship is good.
Leave it, and the cost of fixing rises sharply. Chasing an assignment from an agency you have parted ways with — or worse, one you are in dispute with — can be slow, expensive, or occasionally impossible, and it tends to surface at the worst moment, mid-diligence.
If any invoices are outstanding, expect the agency to want them paid before or alongside signing, especially under an "assignment on payment" model. Treat closing this gap as part of getting investment-ready, not an afterthought.
Worked example
Ben launches a booking platform, SlotPilot Ltd, and pays a development agency £28,000 to build the MVP over three months. The build is great; the paperwork is thin — a short statement of work and invoices, nothing about IP.
Legally, the agency still owns the code. When Ben lines up a £400,000 seed round, the investor's lawyers ask who owns the platform, and the honest answer is "not yet the company." Ben goes back to the agency, pays the small final invoice, and gets them to sign a standalone assignment covering all the delivered code plus a moral-rights waiver. It works out — but a two-paragraph IP clause in the original contract would have saved a tense week during diligence.
Where founders go wrong
Assuming payment equals ownership.
For an agency (a contractor), it doesn't — you need a signed assignment.Accepting a licence for the core product.
A licence leaves the code with the agency; your MVP should be assigned.Missing the "assignment on payment" trap.
An unpaid final invoice can mean the agency still owns your code.Not getting the source code delivered.
A compiled product without source leaves you dependent on the agency.
Related questions
Does paying an agency mean I own the code?
No. An agency is a contractor, so it owns the copyright in what it builds unless it has signed a written assignment to you. Paying the invoice buys the deliverable and usually a licence to use it, not ownership. This is one of the most common IP gaps investors find. [More: Who owns the IP my employees and contractors create?]
What's the difference between an assignment and a licence here?
An assignment transfers ownership of the code to your company; a licence only gives you permission to use it on the agency's terms. For your core product you want an assignment. A licence — especially a non-exclusive or revocable one — is a red flag in due diligence.
What should the agency contract say about IP?
It should assign all IP in the deliverables to you on payment (not just licence it), deliver the source code, stop the agency reusing your specific code, and include a moral-rights waiver. Ideally the assignment is signed as part of the contract before work begins. [More: What is an IP assignment agreement and when do I need one?]
The MVP is already built with no assignment — what now?
Get a standalone IP assignment signed by the agency now, covering the work already delivered. It's straightforward while the relationship is good and far harder once an investor is asking for it mid-diligence or after a dispute. Watch for "assignment on payment" clauses if any invoice is unpaid.
An agency-built MVP that the company doesn't legally own is one of the most common — and most avoidable — reasons a seed round stalls in diligence. A SuLe solicitor can review your agency contract or draft the assignment you're missing before it becomes a problem. Book a free IP health check call and make sure you own the product you paid to build.
Keep reading: Who owns the IP my employees and contractors create? · What is an IP assignment agreement and when do I need one? · Who owns copyright in software in the UK? · Can I legally use open-source code in my commercial product? · What IP protection does an early-stage startup actually need?
Primary sources: Copyright, Designs and Patents Act 1988 · GOV.UK — How copyright protects your work
