執筆者 James Chae — エキスパート・サピエンス共同創業者
レビュー済み 3月 2026
Technology
定義
In technology, IP ownership determines who legally owns code, designs, algorithms, and inventions created during development — and without explicit written assignment, the developer often owns the IP by default, not the client who paid for it.
Intellectual property in a technology context most commonly concerns copyright (which attaches automatically to original software code the moment it is written), trade secrets (algorithms, architectures, datasets, and know-how that derive value from being kept confidential), and patents (inventions that meet novelty, non-obviousness, and utility requirements). Trademarks (product names, logos) and database rights are also relevant in specific contexts. The central question in most technology IP disputes is: who owns the code or invention — the company that paid for its development, or the person who created it?
Under US copyright law, the 'work made for hire' doctrine provides that works created by employees within the scope of their employment are owned by the employer from the moment of creation. But independent contractors — including freelance developers, design agencies, and consulting firms — do NOT create work made for hire by default. Without a written agreement that explicitly assigns all IP rights to the client, the contractor retains copyright ownership. The client paid for a license to use the work, not ownership of it. This distinction has significant practical implications: a client without proper IP assignment cannot register a copyright, cannot freely modify the code, may have restrictions on sublicensing it, and may have limited recourse if the contractor later claims ownership.
IP assignment agreements must be in writing, must clearly describe the scope of what is being assigned (all work created in connection with the project, including all derivative works and modifications), and should address pre-existing IP that the contractor brings to the project (which typically is not assigned but licensed). Employees should sign IP assignment agreements as part of their onboarding; contractors should sign an IP assignment clause in every engagement agreement. The Proprietary Information and Invention Assignment (PIIA) agreement is the standard form for employees at technology companies.
IP ownership gaps are one of the most common and costly problems discovered during due diligence for technology acquisitions and investment rounds. A company that cannot demonstrate clean ownership of its core technology — because early development was done by contractors without IP assignments — faces either a failed transaction or a last-minute scramble to obtain retroactive assignments from developers who may be unreachable, uncooperative, or who demand significant payment. The fix costs far more after the fact than upfront.
For any business that commissions software development, designs, or technical content from contractors or agencies, a technology attorney should review the engagement agreements before work begins to ensure a complete IP assignment is in place. For founders building a technology company, establishing a clean IP ownership structure from day one — PIIAs for all employees, IP assignment clauses for all contractors — is foundational hygiene that investors, acquirers, and sophisticated co-founders all expect to see.
執筆者 James Chae — エキスパート・サピエンス共同創業者
レビュー済み 3月 2026