What the Copyright Act actually says about commissioned software, the five-year and India-only defaults that quietly shrink a vague ownership clause, the ownership matrix by how you hired — and the clause we think you should force us to sign.
If you paid an agency or a freelancer to build it and nobody signed an assignment, you do not own the code — the developer does. Paying the invoice buys you a working website; it does not move the copyright, because section 17 of the Copyright Act, 1957 makes the author the first owner and flips that automatically only for your own salaried employee under a contract of service. Then the part almost nobody in Indian software buying knows: a clause that just says “all IP shall belong to the client” does not fix it either, because section 19(5) deems an assignment with no stated duration to last five years, and section 19(6) presumes an assignment with no stated territory to cover India only. Write “the full term of copyright” and “worldwide” into the contract and both defaults vanish. Do it before the first instalment, when it costs ₹0 — because the only clean fix afterwards, if the developer will not sign, is a rebuild, and a rebuild costs 60–80% of the original build.
We are the agency. Every sentence on this page reduces our leverage: it tells you to make us sign away the copyright before you pay us anything, to hold the repository in your account rather than ours, and to close two statutory gaps that would otherwise sit quietly in our favour. It goes further than that. Our own pricing page promises that you “receive complete ownership of source code and all project files” — and that sentence, as written, is a delivery promise about files, not a section 19 assignment of copyright. Read this page as an argument that our own marketing copy is not good enough, and make us upgrade it in your contract. We would rather publish that than have a client find it out in year six.
This guide is general information about Indian copyright law as it applies to commissioned software, written by a development agency and not by a lawyer. It is not legal advice, the facts of your engagement matter, and for anything with money attached you should have an IP lawyer read your actual contract. What follows is the shape of the problem and the questions to ask — which is the part almost no Indian development company will put in writing at all.
The single fact that decides this is not how much you paid. It is the legal shape of the relationship. A contract of service is employment. A contract for service is a supplier. They are one preposition apart and they produce opposite answers.
| How the code got written | Who owns it by default | Why | What you must sign to change it |
|---|---|---|---|
| Your salaried employee, in the course of their job | You | Contract of service — s.17 makes the employer first owner absent agreement to the contrary | Nothing, but keep an IP clause in the employment contract for work done outside duties |
| A freelancer you paid per project | The freelancer | Contract for service — author remains first owner; payment is not assignment | A written, signed assignment under s.19 |
| An Indian development agency | The agency | Same as above — the agency owns its employees’ output and passes on only what it contracts to pass on | A written, signed assignment under s.19, plus a warranty that its own staff’s rights sit with it |
| An offshore or foreign vendor | The vendor, under their law | Ownership follows the contract and its governing law, which may not be Indian law at all | An assignment plus an explicit governing-law and jurisdiction clause you can actually enforce |
| An intern or a friend, unpaid | Them | No employment, no consideration, no assignment — the weakest position of all | A signed assignment, and do it while they still like you |
| Code written substantially by an AI assistant | Unsettled in India | Indian copyright is built around a human author; no Indian court has settled the position for AI output | Drafting that works either way: a right-to-assign warranty plus an indemnity, not a confident answer |
The label on the contract does not decide which row you are in. Indian courts look at the substance of the relationship — control, integration, who supplies the tools, who bears the risk — so calling a full-time staffer a “consultant”, or a supplier an “employee”, is decided on the facts and not on the heading.
This is the part that is genuinely absent from every Indian web-development pricing page, proposal template and “what to include in a software contract” article we could find, including the ones written by agencies who otherwise sound very confident about IP. The Copyright Act does not just require an assignment to exist. It fills in the blanks you leave, and it fills them in narrowly.
| What your contract leaves out | Provision | What the statute fills in | What that means for your website |
|---|---|---|---|
| Nothing in writing, or nothing signed | s.19(1) | No valid assignment at all | You have, at best, an implied licence to use what you paid for. The developer keeps everything else. |
| The work is not identified, or the rights are not specified | s.19(2) | The assignment is incomplete on its face | Arguments about whether “the website” included the admin panel, the designs, the database or the mobile build. |
| No duration stated | s.19(5) | Five years from the date of assignment | In year six the rights can revert to the developer — in the software you have been running the whole time. |
| No territory stated | s.19(6) | Presumed to extend within India only | Fine until you sell overseas, raise from a foreign fund, or a US buyer’s diligence asks where your worldwide rights are. |
| Nothing about the author’s moral rights | s.57 | Moral rights stay with the author regardless of who owns the copyright | Rarely a practical problem in software, but it is why “we own absolutely everything” is never literally true. |
Read the two highlighted rows together, because that is the trap in its finished form: a proposal with a single confident-sounding sentence — “upon final payment, all intellectual property in the deliverables shall belong to the Client” — states no duration and no territory. On its own wording, the statute can read that as five years, India only. Nobody drafted it maliciously. It is a copy-pasted clause from a template written for a jurisdiction that has no such defaults, and it is on thousands of Indian proposals right now.
Ask for the assignment to be expressed as being “for the full term of copyright, worldwide, in all media and formats now known or later devised”, covering “all source code, object code, designs, database schemas, documentation and other works created in connection with the engagement”. That is the entire remedy. It adds one line to a contract, it costs nothing at quotation stage, and it removes both statutory defaults. Any competent developer will sign it; the ones who will not have just given you extremely useful information for free.
In our experience the most common sentence in this conversation is “but they gave us the code”. Handover is a delivery event; assignment is a transfer of rights. You can hold a complete, working copy of your source, on your own server, in your own repository, and still not own it — which means the same code can lawfully appear in your competitor’s product next quarter.
And a fourth, which is not a legal point but causes more real damage than all three: the handover is worthless without the accounts. Source code without the deployment credentials, the domain registrar login, the DNS, the cloud account and the app store developer account is a car with no keys. Register all of those in your own name on day one and add the developer as a collaborator. It costs nothing, it takes twenty minutes, and it removes most of the leverage that makes ownership disputes worth having.
The reason this is a cost guide and not a law lecture: every one of these has a rupee number attached, and the number is almost always larger than the build.
| Situation | Cost to fix before the build | Cost to fix after |
|---|---|---|
| No assignment signed, developer cooperative | ₹0 — one clause in the proposal | A deed of assignment, usually goodwill or a small fee, plus a lawyer’s time |
| No assignment signed, relationship has broken down | ₹0 | Whatever they decide your need is worth — you are negotiating from zero leverage |
| Developer unreachable, gone, or refuses | ₹0 | A rebuild — 60–80% of the original build in our experience, so ₹15,000–₹48,000 on a ₹25,000–₹60,000 website and ₹60,000–₹2,00,000 on a ₹1,00,000–₹2,50,000 app |
| Assignment silent on duration and territory | ₹0 — two phrases in the same sentence | A fresh signed deed, at the point you are least able to wait for it — mid-diligence or mid-fundraise |
| Domain, hosting or Play Console in the developer’s name | ₹0 — register them yourself | Transfer processes measured in weeks, and a listing you cannot update while you wait |
| Undisclosed copyleft component in a commercial product | ₹0 — ask for the component list | Replacing the component, or complying with its licence, after you have shipped |
Build price bands are ZoopCoder’s own published figures from our pricing page and our app cost guide. The 60–80% rebuild figure is our own estimate from doing rebuilds, not a market statistic — a rebuild is cheaper than a first build because the requirements are already proven, and dearer than it looks because you must also migrate live data and users.
Take this list to whoever is quoting you, us included. It is short on purpose: these five are the ones that matter, and a proposal that carries all five is a proposal from someone who has done this before.
Some buyers ask for an assignment so wide that it captures the developer’s pre-existing tools — internal libraries, boilerplate, deployment scripts built over years and reused on every project. We would decline that, and so will any agency worth hiring, because handing it over would end their business. The correct shape is: you own everything created for you, and you get a perpetual, irrevocable, worldwide licence to the pre-existing components embedded in your build. If a developer refuses even that, walk away — it means your product cannot run without something you have no right to keep. We are telling you where we would push back so that you can tell the difference between a supplier protecting a legitimate asset and one keeping a hostage.
This is the majority of Indian small-business websites, so it is not an emergency and it is not embarrassing. In order:
Not automatically. If you paid an agency or freelancer and no signed document assigns the copyright to you, the developer owns it — paying the invoice buys a working website, not the copyright in it. Section 17 of the Copyright Act, 1957 makes the author the first owner, and the main case where that flips automatically is work made by your own salaried employee in the course of employment under a contract of service. An independent contractor works under a contract for service, which is outside that rule.
It must be in writing and signed (s.19(1)), identify the work and state the rights, the duration and the territory (s.19(2)). Then the two traps: if duration is not stated, s.19(5) deems the assignment to run for five years; if territory is not stated, s.19(6) presumes it extends to India only. Writing “the full term of copyright” and “worldwide” into the clause removes both.
Generally no — this is the one case that works in the buyer’s favour. Where a work is made in the course of employment under a contract of service, s.17 makes the employer first owner absent an agreement to the contrary. Two cautions: the label on the paper does not decide it (courts look at the substance of the relationship), and “in the course of employment” matters, so a side project built at home outside their duties is arguably not covered. A short IP clause in the employment contract is still worth having.
You are left with an implied licence to use what you paid for, and the developer keeps the copyright. That is usually enough to keep the site running and not enough to reuse the code, sell the business with the software as an asset, stop the developer reusing your build for a competitor, or pass an investor’s diligence. They are also under no obligation to hand over the source at all. Fix it with a deed of assignment now; the fallback is a rebuild at 60–80% of the original cost.
No. Handover is a delivery event, assignment is a transfer of rights. You can hold a complete copy of the source on your own server and still not own the copyright, which means the developer can lawfully reuse the same code for the next client. A handover is also not a warranty that the code is original, not a transfer of the third-party licences inside it, and not the author’s moral rights, which under s.57 stay with the author. Ask for the assignment and the handover as two separate obligations.
It is unsettled, and any agency giving you a confident answer is guessing. Indian copyright is built around a human author and no Indian court has settled the position for AI output. The defensive drafting is to sidestep it: a warranty that the developer has the right to assign everything delivered, an assignment of whatever rights do subsist, and an indemnity if a third party claims otherwise — which works either way. Ask the same question about open-source components, which is the more likely problem today.
Send us the IP and handover sections of any quote you are holding — ours or a competitor’s. We will tell you what it actually assigns, what it leaves to the statutory defaults, and what to ask for instead. If the quote is not ours, we will still tell you, and we will say so if it is already fine.