When the assignment is unsigned but performed: what to do first
A missing signature does not transfer rights. If code, designs or data were produced but the assignment was never signed, the creator remains the rights holder by default. The commissioning party holds, at best, a licence implied by conduct. Treat the gap as active and unresolved, not as a formality to fix later.
Legal basis
Two EU directives define what is actually protected here. Directive 2009/24/EC protects computer programs as literary works from the moment of creation, and gives an employer the economic rights in software written by an employee in the course of their duties, unless the contract says otherwise. Directive 96/9/EC protects databases through a separate right against extraction and reuse of their contents, based on substantial investment by the maker.
Neither directive settles who owns work produced by an external contractor under an unsigned agreement. That question falls to national contract and copyright rules. In practice, this is exactly where the unsigned assignment becomes the central fact of the dispute, rather than a side issue.
Practical consequence
Without a signed assignment, the commissioning party is using work it may not own. If the relationship ends, the creator can object to further use, demand payment for continued exploitation, or block any sublicensing to a third party. The exposure grows every day the delivered code, design or dataset stays in active use without a paper trail behind it.
What to do first
- Secure the delivered material and every related communication — assign this to the legal or IT lead, today.
- Identify precisely what was created: source code, a database compilation, or design files, and map it against the relevant category above — the project owner does this.
- Draft or request a written assignment covering the period of unsigned use, backdated to the actual delivery date — in-house counsel or an external adviser.
- Suspend further distribution or sublicensing of the disputed material until the assignment is signed — the product owner.
- Collect evidence of implied consent: invoices paid, deliverables accepted, correspondence referring to ownership — finance and project management jointly.
- Escalate to litigation counsel only if the counterparty refuses to sign or asserts its own ownership — the legal team.
Who decides
| Forum | Decides | Based on |
|---|---|---|
| Direct negotiation between the parties | Terms of the retroactive assignment | Correspondence, invoices, delivery records |
| National court, civil chamber | Ownership dispute if no agreement is reached | Conduct, payment history, course of dealing |
| Arbitration panel, if provided in the underlying contract | The same dispute under the arbitration clause | The same evidentiary record |
Branches
If the counterparty disputes ownership of only one module, isolate that module and negotiate the rest separately. A partial dispute should not freeze delivery of the parts nobody contests.
If the delivered code also contains open-source components, the unsigned assignment is not your only exposure — see Open source is found in the delivery technology contract.
If the unassigned result includes a tokenised registry or a digital asset ledger, ownership questions can escalate quickly once third parties act first — see When holders demand redemption in detail.
Sources and limits
This page does not establish what registered assets or claims exist against the other party, and it does not verify a counterparty's standing on its own. Where that is the actual question, a registry-based check answers it more directly than an ownership dispute analysis: Asset in Poland: what can be established.
The same applies when the other side is already in financial difficulty and the ownership dispute is really a recovery question: Debtor in Poland step by step.
This page also does not fix the exact limitation period for a claim, and it does not draft the assignment for you. Both depend on facts this page cannot see: the applicable national law, the contract's governing law clause, and the exact date of first use.
Verified
Verified: 3 March 2025. Sources: Directive 2009/24/EC (in force since 25 May 2009); Directive 96/9/EC (in force since 27 March 1996).
Related situations
A related but distinct problem arises when a partner claims joint authorship rather than disputing the assignment entirely: When a development partner claims joint ownership in detail.
Frequently asked questions
What is the first step when the assignment is unsigned but performed?
Secure evidence of delivery and use first, then request or draft the assignment retroactively, before any further distribution of the material.
Which deadline is already running?
A limitation period for a contract or ownership claim typically starts from the date of delivery or first use. Its exact length depends on national law, so treat it as already running rather than waiting to check.
Who decides, and on what evidence?
The parties decide first, through negotiation. If that fails, a national court, or an arbitration panel if the underlying contract provides for one, decides based on delivery records, payment history and the course of dealing between the parties.
Send us the delivery record and the unsigned draft. A partner replies within minutes during business hours, and a cost estimate follows within one business day.