When the contract says work for hire and nothing else: what to do first
A contract that only says "work for hire" does not transfer intellectual property rights in the EU the way it might elsewhere. Ownership depends on what was created, who created it, and whether a written assignment exists. Check the object first, then the author, then the paper trail — in that order, before any other step.
The legal basis
At EU level, two directives set the frame that applies whether or not the contract uses the words "work for hire". Directive 2009/24/EC requires member states to give the employer, not the employee, the economic rights by default in software created by an employee acting in the course of duties, unless the contract says otherwise. Directive 96/9/EC requires member states to protect databases through a separate sui generis right, one that vests in whoever took the initiative and bore the risk of making the database, not automatically in whoever wrote the surrounding code.
What changes in practice
A bare label does not sort deliverables into categories on its own. Software gets a default rule under EU law; databases get a different one; designs and other creative work get none comparable to either. The gap sits precisely where most disputes start — the moment a deliverable turns out to be several things at once, each with its own ownership question.
| Type of result | Default under EU law | What still needs a written clause |
|---|---|---|
| Computer program | Employer holds the economic rights by default (Directive 2009/24/EC), unless the contract states otherwise | Moral rights, source code deposit, any contractor who is not an employee |
| Database | The sui generis right vests in the maker who bore the investment (Directive 96/9/EC) | Identifying the maker where several parties funded the work |
| Designs and other creative work | No EU-wide default comparable to software | An express assignment: scope, territory, duration |
| Raw data and datasets | No single default; treatment depends on whether the result qualifies as a database | The classification step itself, before ownership can be discussed |
What to do first
- Classify each deliverable first. Sort what was produced into software, database, design file, or other creative work, before asking who owns it.
- Identify who actually created each piece. Check whether that person was an employee acting in the course of duties, or a contractor engaged separately.
- Pull the written record. Look for any clause, annex, or invoice that names the specific right transferred, not just the fee paid.
- Test the software default against the facts. Confirm the timing: was the code written during employment, under instructions, before the contract ended?
- Treat any dataset as a possible database right on its own. Note who funded and organised its creation, separately from who wrote related software.
- Instruct counsel before the counterpart raises an interpretation dispute. Do this before delivery is contested, before a renewal, or before a sale.
Who decides
No single European body decides ownership disputes of this kind. The forum is the court or tribunal that the contract names, or, absent a clause, the court with jurisdiction over the party or the place of performance under the rules that apply to that contract. The evidence that matters is the paper trail: job description, task instructions, delivery notes, and any correspondence that shows who initiated and funded the work.
If your situation differs
If the deliverable started as a proof of concept and only later moved into daily use, the ownership question does not stay still. See A proof of concept becomes production technology contract for what changes once a prototype turns into a production system.
If the code or dataset sits inside a token issuance, a separate set of duties applies alongside the ownership question. See When the issuer is asked about conflicts in detail for how that duty surfaces.
If the contract names one deliverable but stays silent on associated components — documentation, test data, design files — each excluded component keeps its ownership question open on its own terms.
Sources and limit
This page does not establish who currently holds rights to a specific software asset, and it does not run a registry search on your behalf. See Asset in Switzerland: what can be established for how that separate check is scoped.
It also does not trace a counterparty's own exposure as a debtor across other assets. See Debtor in Switzerland step by step for how that separate check runs.
Nor does this page resolve moral rights, which sit outside both directives named above, or settle how a given member state's courts read a written-form requirement for an assignment — that variance is a national question, not an EU one.
Verified
Checked against the source text. Directive 2009/24/EC has applied, in its codified form, since 25 May 2009. Directive 96/9/EC has applied since 27 March 1996. Primary sources: Directive 2009/24/EC of the European Parliament and of the Council on the legal protection of computer programs; Directive 96/9/EC of the European Parliament and of the Council on the legal protection of databases.
Related situations
What to do first in this situation and its counterpart follow the same order: object, then author, then paper trail. The counterpart situation covers a designer who reuses a template from an earlier client, and the same three checks apply before any negotiation starts.
FAQ
What is the first step when the contract says work for hire and nothing else?
Classify each deliverable before asking who owns it. Software, database, design file, and dataset each carry a different default, so the object comes first, not the label on the contract.
Which deadline is already running?
No EU-wide clock starts merely from the words "work for hire". The deadline that matters is the one the contract itself sets — a review window, a notice period, or a limitation period under the law that governs that contract — and it runs from the event the contract names, not from delivery.
Who decides, and on what evidence?
The forum is the court or tribunal the contract names, or, absent a clause, the court with jurisdiction under the rules that apply to that contract. The decisive evidence is the paper trail: job description, instructions, delivery notes, and correspondence showing who initiated and funded the work.