You team up with another company to develop a mobile app, they bring the engineering, you bring the idea, design and content. When it launches, who actually owns the intellectual property (IP)? In England and Wales, the answer often surprises people, because the legal default may not match what either side assumed. The safe answer is: decide it in writing, in advance.
The default rules can work against you
Several different rights make up an app: copyright in the code, designs and content; possibly database rights; and trade marks in the brand. Ownership rules differ for each: copyright vests in the creator (or their employer); trade mark ownership is based on use, goodwill and registration, not authorship; and database right belongs to the maker who takes the initiative and risk of creating the database, not necessarily the person who wrote it. In practice, the most important question for copyright (the dominant right in most app builds) is who created each part and in what capacity:
- Employees. Copyright in a work created by an employee in the course of their employment belongs to the employer (Copyright, Designs and Patents Act 1988, s 11). So each company generally owns what its own employees create.
- Contractors and other companies. This is the trap. Where a contractor or another company creates the work, the creator (their employer) is usually the first owner of the copyright, not the business that commissioned and paid for it. Paying for development does not automatically transfer ownership to you.
- Joint creation. Where the work is genuinely created collaboratively so that contributions are not distinct, it may be one of joint authorship, with the parties as joint owners. Joint owners generally each need the others' consent to license or exploit the work, which can cause deadlock.
So, without an agreement, you may find the development company owns the code you paid for, or that you and your collaborator are joint owners who cannot act without each other.
Why "we paid for it" is not enough
A common and costly assumption is that paying for development means owning the result. For commissioned software, the developer typically retains the copyright unless it is assigned to you in writing. An assignment of copyright must be in writing and signed by the assignor (CDPA 1988, s 90). A handshake or an invoice marked "paid" does not transfer ownership.
Fix it with a clear written agreement
Before development starts, agree in writing:
- Who owns what. Will one party own all the IP (with the other assigning its rights), or will ownership be split by component? Use a written assignment for anything you need to own.
- Licences. If ownership stays split, grant each other the licences you each need to use, host, update and commercialise the app.
- Background vs foreground IP. Distinguish each side's pre-existing ("background") IP from what is newly created ("foreground") for the project.
- Future rights and moral rights. Include future rights and, where appropriate, a waiver of moral rights, plus a further-assurance clause so the parties sign whatever is needed later.
- Third-party and open-source components. Make sure any open-source or licensed components are properly accounted for.
Key takeaways
- App IP is a bundle of rights (code, design, content, brand); for copyright, ownership turns on who created each work; trade mark ownership is based on use and goodwill; database right vests in the maker who takes the initiative and risk.
- Employers own employees' work; contractors/other companies usually own what they create, paying for it does not transfer ownership.
- Genuinely collaborative work can be jointly owned, requiring mutual consent to exploit, a recipe for deadlock.
- Sort ownership out in a written agreement before you start, using an assignment (which must be in writing and signed) for anything you need to own.
Sources
- Copyright, Designs and Patents Act 1988, sections 11 (first ownership) and 90 (assignment in writing)
- The law of joint authorship and joint ownership of copyright
- Trade mark and database rights as additional components of app IP
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.