You paid for the code. Do you own the rights?

Your contractor delivered the application, sent an invoice and added the company to the repository. Those facts do not, on their own, answer every intellectual-property question. Swiss copyright starts with the human creator. A business needs appropriate rights to use, change, distribute and commercialise the work. The agreement, surrounding circumstances and type of work matter. A clean written arrangement is easier to demonstrate to an investor than an argument about what everyone probably intended.

Employees and contractors follow different starting points

Article 17 of the Copyright Act gives an employer exclusive rights of use for computer programs created by an employee in performing their employment duties. It is not a blanket transfer of every work made by anyone who receives company money. Designs, copy, photographs and external contractors require separate attention. Pre-incorporation work also needs review: the company did not yet exist when the founder or freelancer created it. Identify the actual creator and contracting party instead of relying on a job title.

Describe the rights and the deliverables

Specify whether the company receives an assignment or a licence and whether it can modify, sublicense, distribute and continue using the work after termination. Cover source files, documentation, build instructions and access credentials separately from legal ownership. Ask the supplier to identify pre-existing tools, third-party materials and open-source dependencies. A promise to transfer everything cannot give the company rights the contractor never owned. Schedule exceptions with the rights needed to use them in the product.

Check subcontractors and old work

Example: a development agency employs one programmer and hires a freelance designer. Your contract with the agency should address both chains of rights, not just its own invoice. Ask for a commitment to obtain the necessary rights from contributors and a practical remedy if that chain is incomplete. For existing work, prepare an inventory and a tailored confirmation or assignment. Do not backdate signatures or pretend a missing agreement was already signed; state the actual date and the work it covers.

Build an evidence folder investors can read

Keep signed agreements, contributor lists, licence records and acceptance documents alongside repository ownership. Make departures and supplier termination trigger an access and rights check. The surprising fact is that possessing the source code and holding the legal rights are different questions: you can have one without a satisfactory answer to the other. Resolve uncertainty before a financing or sale forces a rushed negotiation, and keep any promise about exclusive ownership consistent with the third-party code your product genuinely uses.