Who owns the code? The most overlooked clause when working with an agency

Agencies need to be honest about this, because there are two different approaches in the industry, and both are presented as legitimate.

First approach: the code transfers to the client upon delivery. This is how we work. The downside is that the client can easily leave us. The upside is the same thing: if they keep choosing us, it's not because they're forced to.

Second approach: the agency uses its own infrastructure and grants the client a license to use it. This isn't always bad faith either. If the agency has infrastructure they've been developing for years, they can't be expected to transfer it to every client. But this needs to be clearly communicated to the client.

The bad practice is the third behavior: saying nothing and using it as leverage when it's time to part ways. This is the most common thing in the industry, and that's why all of our reputations suffer.

My advice to clients: ask one question during the proposal stage. "Do I keep the code when the contract ends?" If the answer isn't clear, the answer is no.

A practical warning from a developer: even if you own the code, if you can't run it, ownership is only on paper.

The most common situation we see in projects we take over is this: the code exists, but there's no documentation on how to set it up. No environment variables, no database schema, third-party keys are in the agency's account.

Add a line item for "setup documentation" to the contract. One page is enough: how to install, which services are used, which accounts are required.

I'd like to add something from a procurement perspective.

Our standard specifications now include this clause: the supplier ensures that all third-party accounts used during the contract term are opened in our company's name. Domain, hosting, analytics tools, payment provider — everything.

The incident we faced before adding this clause was this: we couldn't run ads for three weeks because an account had been opened with a former agency employee's personal email. Nobody had bad intentions, they just hadn't thought about it.

Here's what happened with us: I work with small businesses, and most of them don't know who owns their domain.

I recommend this to everyone, it takes five minutes: look up your domain, check if the registrant and admin email belong to you. If not, don't start a fight immediately, but initiate the transfer process. For an honest company willing to transfer, this is a ten-minute job.

My perspective changed after experiencing that. The answer varies greatly by industry; there is no one-size-fits-all rule.

Good luck with that.

I agree with this. The cheapest quote is usually the least thought-out one.

Processes without records never improve, because you don't know what to fix. This is my opinion, I'm not claiming it's absolute truth.

I felt relieved reading this answer so it's not just me. Just because everyone does it doesn't mean it's right.

This is my opinion, I'm not claiming it's absolute truth.

thans for posting.

I have a question, don't want to go off-topic though. If scope grows, either time or budget must grow. There is no third option.

Of course, it varies if your situation is different.

Exactly, and not many people know this. Every "we'll look at it later" in a meeting means unbilled work.

That's all, sorry if I went on too long.

My perspective changed after experiencing that. Every "we'll look at it later" in a meeting means unbilled work.

Ask who prepared the quote and who will actually do the work.

Exactly, and not many people know this. Just because everyone does it doesn't mean it's right.

If you have questions write them; I'll answer as best I can.

We need to make a distinction here. The harder it is to reverse a decision the slower you should make it.

Of course, it varies if your situation is different.

Absolutely... anyway if I were to add anything: Processes without records never improve, because you don't know what to fix.

Thanks, this was very helpful.

I agree, and I'd like to emphasize that. The answer varies greatly by industry; there is no one-size-fits-all rule.

If you have questions, write them; I'll answer as best I can.

I agree with this. Taking notes for two weeks yields better results than a six-month estimate.

Good luck with that.

Here's how it went for us. Processes without records never improve, because you don't know what to fix.

If you post the result here, it will help others too.