Do I own the software my developer built if there is no contract?
Marla Miller's Answer
Full Transcript
Below is an AI-generated transcript of the video answer.
Okay, do I own the software my developer built if there's no contract? This is a
really amazing question and I'm gonna give you a really lawyer answer and say
it depends. Essentially, contracts always best when written so you know the terms,
you know what you're paying for, they know what you're paying, they know what
they're accepting payment for, all of the things, right? Under general contract
law, when there is no written document, you can use extrinsic evidence meaning
emails, even oral communications, but oral is hard because you have to have other
extrinsic evidence to support your oral argument, so your interpretation of what
happened if there's absolutely zero written. So hopefully there's at least
emails and it says you're gonna do X and I'm gonna pay you Y and then there is a
confirmation email that says yes I will do X for Y payment, okay? However, if it's
not specifically defined and what X is, it just says oh you're gonna build me a
certain platform or oh you're gonna build me an AI agent or oh you're gonna
build this, where it gets nuanced is that the developer has pre-existing tech and
all developers will utilize that tech to develop your tech. Why? It saves you
money but it saves them so much time and over time they've learned to do things,
right? And they have a system and they have a process and they have a tech stack
that they use, okay? And they've created some tech. Well they're gonna leverage
that to create what you need done. So those contracts are super important
because what they do is they define clear ownership of your tech to you but
then also grant you a license to perpetually use any of their tech that
they integrate into your tech and that's important because they need to retain
ownership because they developed it but you need to be able to utilize it if
they've used that tech integrated into your tech, right? So it depends and courts
will look at different things to prove it up. If there is no contract it's hard.
I would say if you can get an IP assignment done after the fact that's
good where they assign your tech to you to your company and it grants that
license. If not try to get something in writing and then because your investors
are really gonna insist upon it and or later when you go to sell the company
grow the company it's really important.