Co-authorship in IT projects: how intellectual property rights are distributed

In IT projects, a single product is almost always created by multiple contributors: developers, designers, architects, and technical writers. While a project is evolving, issues of authorship and rights allocation often remain in the background, yet they become critical when scaling the business, attracting investment, or selling the product. Misunderstanding who qualifies as a co-author and what rights they hold can lead to blocked commercial use, internal disputes, and serious issues during due diligence. Projects where contributors’ roles were not legally defined from the outset are particularly vulnerable. As a result, a company may discover that it does not hold full rights to its own product. This article examines what co-authorship means in IT projects and how intellectual property rights are distributed in practice.

What “co-authorship” means in IP and why IT projects are special

The concept of co-authorship in intellectual property law has a clear legal meaning that differs significantly from the everyday notion of “working together on a project.” In IT projects, this issue is particularly sensitive, as digital products are almost always developed collectively and involve contributions from various specialists: from developers and designers to architects and product managers. However, not every team member automatically qualifies as a co-author from a legal perspective.

The legal qualification of co-authorship directly affects rights allocation, the ability to commercialise a product, and the stability of the chain of title in investment, licensing, or M&A transactions. Errors at this stage often result in situations where a company uses a product without holding exclusive rights to it.

Co-authorship VS joint ownership VS collaboration

Co-authorship should not be confused with joint ownership of rights or mere participation in a project. Co-authorship arises only where multiple individuals make a creative contribution to a protected work and such contributions are inseparable without compromising the integrity of the work. The decisive factor is the creative nature of the contribution, not the time spent or level of involvement.

Joint ownership may exist without co-authorship – for example, as a result of contractual allocation or joint acquisition of rights. In such cases, the legal regime is defined by the agreement rather than by the act of creation. Collaboration, by contrast, merely describes a form of interaction between project participants and has no independent legal relevance for IP rights allocation. In IT practice, this distinction is often overlooked, leading to incorrect assumptions about the existence or absence of rights.

Copyright VS patents VS databases and trade secrets in IT

Co-authorship issues in IT projects primarily arise under copyright law, as software code, system architecture, user interfaces, and documentation are typically protected as copyrighted works.

By contrast, in patent law, co-authorship is assessed through inventive contribution, and patent rights are usually centralised at the company level. Databases and trade secrets are governed by even more specific regimes, where control, investment, and protection measures matter more than co-authorship as such. Because multiple IP objects often coexist within a single IT project, companies frequently and mistakenly apply a uniform approach to rights allocation.

When co-authorship actually arises in software and digital products

In IT projects, the involvement of multiple specialists does not automatically result in co-authorship. The decisive factor is not participation in development as such, but the existence of a creative contribution to a protected intellectual property object. Misunderstanding this criterion is one of the most common causes of disputes between developers, co-founders, and clients.

What counts as a protectable “work” in the software context?

For co-authorship to arise, a participant’s contribution must be directed at creating a protected work. In IT projects, such works may include:

• Source and object code of software;
• Architectural solutions and software structure (in limited cases);
• Original UI and UX design elements;
• Technical and user documentation;
• Texts, graphics, and other original content.

At the same time, ideas, algorithms, business logic as such, or purely functional solutions are not protected by copyright. Participation in concept discussions, project management, or testing does not normally give rise to co-authorship in the absence of a contribution to a specific protected work.

Creative contribution and inseparable contributions

To qualify as a co-author, a person’s contribution must be creative in nature and distinct from purely technical or organisational work. In software development, this is particularly complex, as results are often created iteratively and collectively.

Courts and arbitral tribunals typically consider:

• The independence and originality of the contribution;
• Its impact on the final form of the product;
• Whether the contribution can be separated from that of other participants.

In many IT projects, individual contributions are inseparable, increasing the risk of collective co-authorship. In such cases, all co-authors may hold equal rights to use the result unless otherwise agreed by contract. This is why the absence of clear IP allocation agreements poses a serious threat to the commercialisation of digital products.

How rights are distributed between co-authors

When co-authorship arises in an IT project, the key issue becomes the allocation of economic rights between the participants. In many jurisdictions, “default” rules apply where the parties have not agreed otherwise in advance. The problem is that these rules rarely align with business interests, especially where the product is intended for commercialisation, licensing, or sale to an investor.

Default rules and typical risks for commercialisation

In the absence of contractual regulation, co-authors are generally treated as joint right holders of the intellectual property. This means that each of them has rights to use the work within the limits set by applicable law, and in some cases only with the consent of the other co-authors. For IT products, this model is often highly impractical.

Typical business risks include:

• Inability to license the product or its components unilaterally;
• Blocking of releases, sales, or M&A transactions due to lack of consent from one co-author;
• Difficulties with modifications, further development, or creation of derivative products;
• Uncertainty in the allocation of revenues and liabilities.

In practice, even a minor contribution by one co-author can create a disproportionately high legal risk if their rights were not properly addressed at the development stage.

Moral rights and attribution

In addition to economic rights, co-authorship raises issues related to moral rights. In most legal systems, these include the right to be recognised as an author and the right to protect the integrity or reputation of the work. Unlike economic rights, moral rights are often non-transferable or can be limited only to a very narrow extent.

For IT projects, this creates additional challenges, particularly in a commercial environment where products are continuously modified, scaled, and adapted. A co-author may object to modifications, use of the code in a new context, or the absence of attribution, potentially leading to conflicts and litigation.

Employer, contractor, and outsourcing models

In IT projects, the allocation of intellectual property rights directly depends on the collaboration model under which the product was created. Applying a “one-size-fits-all” approach to employees, contractors, and outsourcing teams is one of the most common causes of co-authorship disputes and breaks in the chain of title. For businesses, it is critical to understand which default rules apply and which contractual mechanisms are required to properly secure rights.

Employees

Where software is developed by company employees, the key issue is the regime of a work made in the course of employment or an equivalent concept under the relevant jurisdiction. In most legal systems, exclusive rights to works created within employment duties do not transfer to the employer automatically, but only if specific conditions are met.

In practice, risks arise where:

• The employment agreement lacks clear IP provisions;

• The employee’s duties are defined in broad or abstract terms;
• The contribution falls outside the employee’s core responsibilities.

Even where basic rights transfer exists, co-authorship may still persist with respect to moral rights or where the employee’s contribution exceeds standard tasks.

Contractors and freelancers

A common misconception in working with contractors and freelancers is that payment alone results in a transfer of rights. In reality, without explicit contractual provisions, the contractor may retain author or co-author status in the created work.

It is essential to distinguish between:

• Assignment of exclusive rights;
• Licensing (including exclusive licenses);
• The timing and conditions of rights transfer.

If these elements are not clearly defined, the company may obtain only limited usage rights, while co-authorship, particularly where the contractor’s contribution is creative—becomes a legally defensible position. Such scenarios pose significant risks in commercialization, investment, or M&A contexts.

Outsourcing teams and multi-vendor development

The highest risks arise in outsourcing models and multi-vendor projects. In these structures, the chain of rights may involve:

• The main contractor;
• Subcontractors;
• Individual developers;
• Third-party components.

Any break in this chain creates a risk of co-authorship claims or even the absence of rights to parts of the product. Additional complexity arises from the use of open-source components, where license terms may restrict transferability or commercial use.

In cross-border IT projects, the absence of a clearly structured ownership model in outsourcing arrangements is often a critical issue during due diligence and may lead to deal renegotiation or investor withdrawal.

Cross-border issues and governing law

In IT projects with a cross-border element, issues of co-authorship and IP allocation become more complex due to differences between national legal regimes. Even where a contract is carefully drafted, parties often face situations where authorship, the scope of rights, or permissible transfer mechanisms are assessed under another jurisdiction’s law.

Which law governs authorship and ownership

One of the key challenges is determining the applicable law. As a rule, the law chosen by the parties governs contractual matters such as transfer of rights, licensing, and liability. However, authorship and the initial vesting of rights are often governed by the law of the country most closely connected to the work.

In practice, this means that:

• Co-authorship may be assessed under the law of the place of creation or the author’s habitual place of business;
• A governing law clause does not always override mandatory copyright rules;
• Identical facts may lead to different legal outcomes across jurisdictions.

Evidence and formalities across jurisdictions

International IT projects also face differences in formal and evidentiary requirements. Some jurisdictions allow electronic agreements and implicit assignments, while others require an explicit written transfer specifying permitted uses.

The most sensitive issues include:

• Written-form requirements for assignments;
• The validity of blanket clauses covering future rights;
• Recognition of e-signatures and digital platforms;
• Evidentiary value of repositories, commits, and project-management systems.

Ignoring these differences may break the chain of title and jeopardise investments, licensing, or an M&A transaction.

How to structure contracts to avoid co-authorship disputes

Most co-authorship disputes in IT projects arise not from the absence of a contract as such, but from vague or incomplete allocation of IP rights. There are no universal clauses here: the contractual structure must reflect the collaboration model, the type of product, and the parties’ jurisdictions. In practice, the contractual framework remains the key tool for preventing co-authorship claims.

Clear IP clauses: assignment, licensing, and scope

The first and most critical element is a clear definition of the rights regime applicable to the created output. The contract must unequivocally state who becomes the right holder and on what basis. In practice, this is achieved either through an assignment of exclusive rights or through a licensing model where transfer is impossible or undesirable.

Particular attention should be paid to:

• The moment of rights transfer (creation vs payment vs acceptance);
• The scope of permitted use (use, modification, distribution, sublicensing);
• The territorial and temporal scope of the rights.

Vague wording in this area directly increases the risk of the relationship being requalified as co-authorship.

Work product definitions and acceptance mechanics

For IT projects, it is essential that the contract precisely defines what constitutes the work product. This helps distinguish protectable IP from auxiliary services or technical support. Clear definitions also reduce the risk of “creative contribution” claims by project participants.

Practice shows that disputes are far less frequent where the contract specifies:

• The list of deliverables (code, modules, documentation, design);
• Acceptance and confirmation procedures;
• Technical means of recording contributions (repositories, commits, task trackers).

Waivers, consents, and handling moral rights

In jurisdictions where moral rights are non-transferable, contractual drafting requires particular care. Although such rights cannot always be assigned, parties often rely on waivers or advance consents allowing use without attribution or permitting modifications.

Correct wording of these clauses, in line with applicable law, is critical. Improperly drafted waivers may be held invalid and, conversely, may strengthen the position of a party asserting co-authorship.

How Key2Law can help with co-authorship and IP allocation in IT projects

Co-authorship issues in IT projects require a precise interplay of corporate, contract, and intellectual property law. Errors in IP rights allocation often become apparent only at later stages: during scaling, fundraising, due diligence, or business sale. Key2Law team helps companies build a legally robust ownership and usage model for development results, minimising the risk of disputes between co-authors and counterparties.

Key2Law assists clients in:

• Analysing IT projects and the actual contributions of participants to correctly assess co-authorship;

1. Establishing a clear chain of title for software, digital products, and related IP assets;
2. Drafting and adapting IP provisions in corporate and commercial agreements (assignment, licensing, joint ownership);
3. Supporting projects involving developers, contractors, and outsourcing teams across jurisdictions;
4. Mitigating risks related to moral rights and attribution;
5. Conducting IP audits prior to investments, M&A, or product launch;
6. Representing clients in co-authorship and IP ownership disputes.

If you work with a distributed IT team, launch a digital product, or face uncertainty around co-authorship, the Key2Law team is ready to help you build a transparent and secure IP structure aligned with your business objectives.