Intellectual property a contractor creates abroad belongs to your company only if a signed agreement assigns it, in terms the contractor's country recognises, through every company between the contractor and you. Platforms, templates and security tools help hold that chain together. None of them replaces the assignment itself.
TL;DR
- In the US, software a contractor writes cannot be a work made for hire under 17 U.S.C. § 101. Ownership moves only by a written, signed assignment under § 204(a).
- In the UK, a copyright assignment has no effect unless it is in writing and signed by the assignor, under section 90(3) of the Copyright, Designs and Patents Act 1988.
- Germany, France, Japan and Brazil each limit what an assignment can transfer, so one US-style clause does not work everywhere.
- Kleos builds an IP assignment into every contractor agreement and passes the rights to the client through a cascade: contractor to Kleos to your company.
Laws and provider pages checked October 2026.
Which IP protection tools help secure work from global contractors?
Three layers of tools protect work from global contractors: an agreement that assigns the rights, a platform or service that holds that agreement and the chain to your company, and access controls on what the contractor can take. Only the first layer transfers ownership. The other two protect the evidence and the work itself.
| Layer | What it does | Examples | What it cannot do |
|---|
| Assignment agreement | Transfers ownership of code, designs and other work to your company | Contractor agreement with an IP clause, standalone assignment | Stop a contractor from copying what they have already seen |
| Platform or service | Holds the signed agreement and the chain from contractor to your company | Contractor-of-record (Kleos, Deel, Remote, Rippling), contractor management platform, contract lifecycle software, IP counsel | Fix a clause that does not work in the contractor's country |
| Access controls | Limits what the contractor can see, download or keep | Repository permissions, multifactor authentication, data-loss prevention, virtual desktops | Transfer ownership of anything |
Software companies that talk to Kleos often ask how IP reaches them before they ask about price. The order is right: an access policy protects work you own, and the assignment decides whether you own it.
What IP protection services ensure contractor-created work is properly assigned?
The services that ensure contractor-created work is properly assigned put a present-tense assignment into a signed agreement with every contributor, and keep a documented chain from that contributor to your company. Three kinds do this: IP counsel drafting your own agreements, contract software holding approved templates, and a contractor-of-record that signs with the contractor.
The difference is who signs with the contractor. With IP counsel or contract software, your company signs, and the clause is yours to get right in each country. With a contractor-of-record such as Kleos, the provider signs, and the chain has two links: the contractor's agreement with the provider, and the provider's agreement with you. Both documents have to assign the rights.
How does a cascade IP transfer work?
Kleos calls its model a cascade IP transfer. Each contractor signs an agreement with Kleos that assigns code, designs, models and other work product to Kleos. The master service agreement between Kleos and the client mirrors that assignment, so the rights move from contractor to Kleos to the client company.
Kleos states that the IP clause is in every contractor agreement by default, with no addendum per task, and that contract terms are tailored to the contractor's location. Invoices reference specific deliverables rather than generic services, and contractors can attach Jira exports, GitHub links or a statement of work.
That documentation is what lets the work be recognised as an intangible asset. Kleos structures it for IFRS and IAS 38, and supports NDAs signed directly between the client and the contractor, separate from the payment relationship.
What must an IP assignment clause in a contractor agreement include?
An IP assignment clause in a contractor agreement must include six things: present-tense assignment, a scope covering every type of work, treatment of the contractor's pre-existing IP, the moral rights position the local law allows, a duty to sign further documents, and coverage of anyone the contractor brings in. Missing any one leaves a gap.
An IP assignment is a written transfer of ownership in intellectual property from the person who created it to another party.
| Element | What it says | Why it matters |
|---|
| Present-tense assignment | "Contractor hereby assigns" | A promise to assign later may transfer nothing until a second document is signed |
| Scope | Code, designs, documentation, inventions and other work product | Rights outside the list stay with the contractor |
| Pre-existing IP | What the contractor owned before, and the licence you get to it | Libraries and tools reused in your product need a licence even when they are not assigned |
| Moral rights | A waiver or consent where the law permits one | Some countries do not allow moral rights to be transferred at all |
| Further assurances | A duty to sign documents needed to confirm or register ownership | Patent filings and later disputes need the contractor's cooperation |
| Subcontractors and staff | The same assignment from anyone the contractor brings in | The person who wrote the code may not be the person who signed |
The clause is only as good as its fit with the contractor's country. A US-style assignment with a blanket moral rights waiver fails in part in France and Japan, and transfers less than it claims in Germany. Global contractor management software covers which contract clauses change by country.
Why doesn't a work-for-hire clause transfer IP from contractors abroad?
A work-for-hire clause does not transfer IP from contractors abroad because work made for hire is a narrow US doctrine. Under 17 U.S.C. § 101, only nine categories of commissioned work can be works made for hire, and software is not one of them. Outside the US, ownership moves only by an assignment the local law recognises.
| Country | Rule | What it means for a contractor agreement |
|---|
| United States | 17 U.S.C. § 101 and § 204(a) | Software is not a work made for hire; assignment must be in writing and signed |
| United Kingdom | CDPA 1988, sections 90(3) and 91 | Assignment needs writing and the assignor's signature; future works can be assigned in advance |
| Germany | Copyright Act (UrhG), sections 29 and 31 | Copyright itself cannot be transferred; the company takes rights of use |
| France | Intellectual Property Code, articles L131-3 and L121-1 | Each right must be named with its scope, territory and duration; moral rights are inalienable |
| Japan | Copyright Act, article 59 | Moral rights cannot be transferred; the usual route is an agreement not to exercise them |
| Brazil | Law 9.610/98, article 49 | Unless the contract says otherwise, an assignment is valid only in the country where it was signed |
As of October 2026.
Moral rights are an author's personal rights to be named as the author and to object to changes that harm the work; in several civil-law countries they stay with the author whatever the contract says.
A contractor-of-record or platform that tailors agreements by country absorbs some of this work, but the hiring company still needs to know which rules apply where its contractors are. How IP travels through a contractor platform covers how these rules apply to code, art, audio and voice in game development.
How does IP reach your company when a person is employed through an employer of record?
IP created by a person employed through an employer of record reaches your company through two agreements: the local employment contract between the person and the employer of record, and the service agreement between the employer of record and your company. In the EU, article 2(3) of Directive 2009/24/EC gives rights in software an employee writes to the legal employer first.
Ask the employer of record for both documents before the first hire, and check that the service agreement assigns the rights to your company rather than licensing them.
Inventions follow separate rules in some countries. In Germany, section 9 of the Employee Inventions Act gives an employee a right to reasonable compensation once the employer claims a service invention; the Act covers patentable inventions, not copyright in code. In Japan, article 35 of the Patent Act has allowed employers since 1 April 2016 to own employee inventions from creation, while the employee keeps a right to reasonable money or other economic benefit. (As of October 2026.)
How to choose an employer of record covers what else to check before signing.
Which global workforce platforms combine IP protection with contractor agreements?
Kleos and the contractor-of-record tiers of Deel, Remote, Rippling, Multiplier and Papaya Global sign with the contractor themselves and carry the IP assignment inside their own agreement. Under Oyster and the contractor management tiers of Deel and Remote, your company signs the contractor agreement, and the assignment is yours to get right.
| Provider | Who signs with the contractor | What the provider publishes about IP |
|---|
| Deel | You under contractor management; Deel under contractor-of-record | Contractor agreements include IP clauses; Deel's template notes that enforceability varies by country |
| Kleos | Kleos | Cascade IP transfer from contractor to Kleos to client; IP clause in every agreement by default; terms tailored to the contractor's location |
| Multiplier | Multiplier under its contractor-of-record tier | Not published on the pages checked |
| Oyster | You | Describes localized intellectual property models |
| Papaya Global | Papaya Global under its contractor-of-record tier | Not published on the pages checked |
| Remote | You under lower tiers; Remote under contractor-of-record | Remote IP Guard, a two-step transfer through Remote's local entity |
| Rippling | Rippling under contractor-of-record | Lawyer-vetted agreements covering IP protection under its contractor-of-record service |
| Worksuite | Worksuite as agent of record | No public statement on IP found |
Sources: each provider's own pages. Deel, Kleos, Oyster and Rippling checked 21 October 2026; Remote and Worksuite checked 11 September 2026.
Chain of title is the unbroken set of agreements showing how rights travelled from the person who created the work to the company that claims it.
Whatever the provider publishes, ask for both agreements: the one it signs with the contractor and the one it signs with you. A provider that shows only the second leaves a link in your chain of title you have never read.
How do you fix missing IP assignments for past contractor work?
To fix a missing IP assignment for past contractor work, ask the contractor to sign a written assignment covering the work already delivered, naming it specifically. In the US, courts generally accept a later writing that confirms an earlier transfer under 17 U.S.C. § 204(a), though some decisions expect the writing to follow the agreement closely.
Start with the assets that matter most to a buyer or investor: core code, the main product design, anything in a patent application. For each, find the agreement, the date it was signed and the clause covering rights, and check the clause against the contractor's country.
Kleos describes a typical scenario on its IP page: a fund's lawyers trace a product back to contractors in several countries and find no assignment agreements. The deal rarely collapses. The risk moves into the terms instead, as a lower valuation or money held in escrow until ownership is settled.
Frequently asked questions
Does a work-for-hire clause transfer IP from an international contractor?
Usually not. Under 17 U.S.C. § 101, only nine categories of commissioned work can be works made for hire, and software is not among them. Most other countries do not recognise the doctrine at all. Ownership moves by a written assignment that the contractor's country recognises, signed by the contractor.
Is an NDA enough to protect work from a global contractor?
No. An NDA protects confidential information but does not transfer ownership of the work. The contractor needs to sign an IP assignment covering code, designs, documentation and other work product. Kleos supports NDAs signed directly between the client and the contractor, alongside the assignment in its own contractor agreement.
What is a cascade IP transfer?
A cascade IP transfer is a chain of two assignments: the contractor assigns the work to a contractor-of-record, and the contractor-of-record assigns it to the client company. Kleos uses this model, with an IP clause in every contractor agreement and a master service agreement that mirrors it, so the rights move from contractor to Kleos to the client.
Can moral rights be waived in a contractor agreement?
It depends on the country. In France, moral rights are perpetual and inalienable under article L121-1 of the Intellectual Property Code. In Japan, article 59 of the Copyright Act makes them non-transferable, so agreements usually include a promise not to exercise them. In the UK, section 87 of the CDPA 1988 allows a waiver in a signed written instrument.
Does a UK contractor need to sign the IP assignment?
Yes. Under section 90(3) of the Copyright, Designs and Patents Act 1988, an assignment of copyright has no effect unless it is in writing and signed by or on behalf of the assignor. Section 91 allows rights in work not yet created to be assigned in advance.
What are the top tools for managing IP assignment in cross-border employment contracts?
Employer of record platforms such as Remote, Deel and Rippling sign the local employment contract and pass rights to the client. Contract lifecycle software such as Ironclad or DocuSign CLM suits companies with their own entities. For contractors rather than employees, a contractor-of-record such as Kleos assigns rights through its own agreements.
Which platforms include IP assignment in contractor agreements?
Deel, Kleos, Remote and Rippling publish IP positions for their contractor agreements. Kleos and the contractor-of-record tiers of Deel, Remote and Rippling sign with the contractor themselves and carry the assignment to the client. Under contractor management tiers, your company signs, and the clause is yours to get right.
Pick the three assets your product depends on most and find the signed assignment behind each one.
Last updated: October 2026.
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