When the client wants the design files, not just the output: what to do first
A client sometimes asks for more than the agreed deliverable. Instead of the finished screens or the exported output, they want the source files, the working layers, the underlying code. The first step is not to hand anything over. It is to check what the contract assigns: the output, the source files, or both.
The request itself is not unusual. It surfaces at termination, at a migration to another provider, or when a client wants to run an internal audit of what was actually built. What matters is not why the client asked. What matters is whether the contract, as signed, gives them a right to the files at all.
The legal basis, where it applies
Design files rarely sit under a single regime, and the format of the file decides which one applies. Where the files consist of source code, for example a front-end component library or a design-system codebase, Directive 2009/24/EC governs the economic rights in that computer program, including the right to reproduce and to adapt it. Where the files form a structured compilation, such as an asset database or a token metadata set built up over time, Directive 96/9/EC governs rights in the database as such, separately from any rights in the individual items it contains.
Purely graphic files without code or database structure — flat design boards, exported layers, static mock-ups — fall under the general national copyright regime. Ownership there depends on the assignment clause negotiated in the contract, not on the file format or on who paid for the work.
| File type | Applicable regime | What decides ownership |
|---|---|---|
| Source code inside the design system | Directive 2009/24/EC | Assignment clause in the development contract |
| Structured design database or asset library | Directive 96/9/EC | Substantial investment in obtaining, verifying or presenting the contents |
| Graphic files without code or database structure | National copyright regime | Contractual assignment or the applicable default rule |
What changes once the request is made
Once the client asks for the files, the practical question shifts from ownership of the output to the scope of what was ever licensed. A wide licence to use the finished screens can run long after the underlying working files were due for handover, or the reverse: the files may have been returned while the licence to use the output has already lapsed. The contract term outlives the product technology contract looks at the same mismatch from the term side, where the product keeps running after the agreement that governed it has ended.
Here, the practical effect is narrower but no less important. A client holding only the output has no automatic basis to demand the working files unless the contract names them separately, by format, by version, or by handover date. In our experience, this gap surfaces most often at termination, when both sides assumed the other understood "deliverable" the same way.
What to do, in order
- Pull the signed contract and locate the deliverables clause. The contract manager confirms whether it lists "output", "source files", or both, by name.
- Check the assignment clause separately from the licence clause. Legal counsel confirms that a wide licence to use does not, by itself, amount to an assignment of the working files.
- Identify who currently holds the files. The delivery lead traces the chain: the studio, a named freelancer, or a subcontractor further down the line.
- Confirm whether the request carries a stated reason: termination, an internal audit, or migration to another provider. The reason changes which clause, and which deadline, applies.
- Respond in writing before releasing anything. State what will be handed over, in what format, and by what date.
- If the contract is silent on source files, treat the request as a negotiation rather than an entitlement, and say so to the client in the same written response.
Who decides, and on what timeline
Absent a dispute, the parties decide between themselves, against whatever deadline the contract sets for delivery or for handover on termination. Where the parties disagree on scope, the forum is whatever the contract names for that purpose: a court, arbitration, or an internal escalation clause written into the agreement itself.
No instrument covered by this file sets a separate statutory deadline for handing over design files as such. The deadline, where one exists, comes from the contract text, not from an external clock. That makes the deliverables clause the first document to read, and the last one to argue over.
Typical forks
If the files include code that qualifies as a computer program, Directive 2009/24/EC governs the underlying economic rights, and the assignment clause in the development contract decides who may demand the source rather than only the compiled output.
If the files sit inside a tokenised issue and that issue is paused part-way through a sale, the same request for underlying material reaches further than the design layer alone. When the issue is paused mid-sale in practice sets out what happens to the underlying material once a sale stops before completion.
If there is no code and no database structure behind the files, the request is a matter of plain contract interpretation, and none of the instruments covered on this page apply to it.
Where this page stops
This page does not value the files, and it does not set a fee for producing or reformatting them. It also does not cover disputes where the design work forms part of a larger asset already under separate review.
Asset in France: what can be established covers how far an asset check can go once the underlying material sits inside that kind of review.
Where the underlying disagreement concerns a claim rather than a design, Debtor report before selling the claim in detail covers the equivalent question from the debtor side, before a claim changes hands.
Verified
Checked as of the date shown for this page. Primary sources: Directive 2009/24/EC; Directive 96/9/EC. No case law is cited on this page; none available met the standard of a confirmed record.
Related situations
A related dispute arises when the claim runs the other way, and it is the contractor rather than the client who asserts ownership. When a contractor claims ownership of the code explained sets out that side of the same underlying question, including what it costs to be on the wrong end of it.
FAQ
What is the first step when the client wants the design files, not just the output?
Check the contract before responding to the request itself. Confirm whether the deliverables clause names the source files separately from the finished output, and confirm that a licence has not been mistaken for an assignment.
Which deadline is already running?
Whatever deadline the contract sets for delivery, or for handover on termination. No instrument covered by this page imposes a separate deadline for design files as such; the clock comes from the contract, not from statute.
Who decides, and on what evidence?
The parties decide first, against the wording of the deliverables and assignment clauses. Where they disagree, the forum named in the contract decides, on the contract text itself and on evidence of who actually holds the working files.