When a customer wants ownership of improvements: what to do first
A customer asking to own improvements to software or a platform does not, by itself, move any rights. Ownership follows the contract's intellectual property clause and, where that clause is silent, the general rule for computer programs under Directive 2009/24/EC. Before any negotiation starts, locate that clause and read it against who actually wrote the code.
The legal basis
Directive 2009/24/EC sets the default rule for software created by an employee in the course of employment: the rights belong to the employer unless the employment contract says otherwise. The same logic does not automatically extend to independent contractors or subcontractors, whose position depends entirely on what the services agreement says about work product. A customer's improvement request therefore starts as a contract-reading exercise, not a negotiation about goodwill.
Where the original agreement is silent on improvements specifically, courts and counterparties tend to fall back on general assignment wording, and general wording rarely covers a case nobody anticipated when it was drafted. That gap is exactly where these requests turn contentious.
What changes in practice
Once ownership is disputed, the contract's assignment and licence-back clauses decide who can use, sell or sublicense the improvement going forward. If the clause required a written assignment and none was signed, the improvement usually stays with the party that created it, and the customer receives, at most, a licence to keep using it. This changes the commercial value of the underlying deal and can affect exit or resale plans on either side.
Security obligations under Directive (EU) 2022/2555 (NIS2), in force since 18 October 2024, continue regardless of who ends up owning the improved code. An ownership dispute does not pause a security duty that already applies to the system in question.
What to do first
- Contract owner: pull the current agreement and isolate the intellectual property and work-product clauses.
- Technical lead: list every improvement in question, with the date it was made and who wrote it.
- Contract owner: check whether a written assignment was actually signed for each of those improvements.
- Account manager: notify the counterparty in writing that ownership is under review before any further work proceeds.
- In-house counsel: route the clause, the list and the evidence together to whoever handles intellectual property disputes internally.
Doing these in this order matters. Notifying the counterparty before the internal evidence is assembled tends to trigger a rushed, poorly supported position that is hard to walk back later.
Who decides, and on what evidence
There is no regulator for this question. Ownership of improvements is decided, in the first instance, by the parties themselves through negotiation, and only escalates to court or arbitration if the contract's dispute clause is triggered. Evidence turns on authorship records, version history, timesheets and the wording actually used in the original agreement.
| Evidence type | What it proves | Who typically holds it |
|---|---|---|
| Version control history | Who wrote which part, and when | Development team |
| Signed assignment or work-product clause | Whether rights were transferred at all | Contract owner / legal file |
| Correspondence around the improvement request | What was agreed before work started | Account manager |
| Invoices and statements of work | Whether the work fell inside or outside the original scope | Finance / project management |
Common forks
If the improvement was made by an employee acting within normal duties, Directive 2009/24/EC already resolves the default position in the employer's favour, and the clause only needs checking for a contrary term.
If the improvement includes an artificial intelligence component that changes the underlying system's risk classification, Regulation (EU) 2024/1689 (AI Act) enters into application from 2 August 2026 (status as of the current text, which may still change before that date), and that compliance question should not be merged with the ownership negotiation.
If the improvement is represented as an on-chain asset that has already been pledged, the ownership question changes shape entirely; see When a right is pledged on-chain and the evidence for what a pledge actually requires as proof.
What this page does not solve
This page does not establish who currently holds an improvement's registered rights, if a register exists for it, and it does not draft the assignment clause for you. Where the improvement sits inside a wider corporate structure, questions about the counterparty itself sit outside a single contract review. Counterparty in Czechia and its limits in detail shows what can and cannot be established about a Czech entity from public sources.
Where the dispute turns on a specific document's authenticity or dating, rather than on the wording of the clause itself, Document in Czechia and what to prepare sets out what a document check can confirm and what it cannot.
Verified
Checked: 1 March 2025. Primary sources: Directive 2009/24/EC; Regulation (EU) 2024/1689 (AI Act); Directive (EU) 2022/2555 (NIS2). The method used to collect, cross-check and date these sources is described separately: Methodology: collection, cross-checking and dating.
Related situations
A related question comes up when a licence outlives the support contract attached to it. See When support ends but the licence continues step by step for what changes and what does not.
FAQ
What is the first step when a customer wants ownership of improvements?
Pull the current contract and locate the intellectual property and work-product clauses before any conversation continues. Everything else follows from what that clause actually says.
Which deadline is already running?
Any notice period or standstill term in the contract's dispute-resolution section starts running from the moment ownership is first raised in writing, not from when a formal claim is filed.
Who decides, and on what evidence?
The parties decide first, through negotiation, based on authorship records, signed assignments and the correspondence that led to the improvement being made. Escalation to court or arbitration follows only if that negotiation fails.
Where ownership of an improvement is already contested, the contract clause and the evidence need reading together before any technical work continues. Get in touch to have that combination reviewed properly.