Under a B2B contract, the economic copyright in the code, graphics or documentation belongs by default to the contractor, not to the client. The client acquires them only when a written agreement expressly provides for the transfer of rights and lists the fields of use. If such a provision is missing, the law assumes that the author only granted a licence.
Why B2B works differently from employment
The Act on Copyright and Related Rights contains a special rule for employees: the economic rights to a computer program created as part of duties under an employment relationship belong to the employer, unless the agreement provides otherwise (Article 74 § 3). An entrepreneur running a business and settling by invoice is not an employee, so this rule does not apply to them. Neither issuing an invoice, handing over the repository, nor deploying the application on the client's server by itself transfers anything.
This matters for both sides. A client who paid for software without a proper clause may have problems selling it, attracting an investor or passing a legal audit of the company. The contractor, in turn, who fails to secure the wording, may unknowingly give away rights to their own tools used across many projects.
Three provisions that decide the transfer of rights
- Written form under pain of invalidity (Article 53). An agreement transferring economic copyright concluded only by email, by accepting a regulation or by clicking in a system is invalid in that part. The written form is preserved by a handwritten signature or a qualified electronic signature.
- Fields of use listed explicitly (Article 41 § 2). The transfer covers only those ways of using the work that are indicated in the agreement. The generic phrase "all known fields" is sometimes challenged. The agreement also cannot concern fields of use unknown at the time of its conclusion (Article 41 § 4).
- Presumption of a licence (Article 65). Where there is no express provision on transfer, it is assumed that the author granted a licence — and a licence without specified terms is non-exclusive, limited to 5 years and the territory of the licensee's country (Articles 66–67).
In addition, an agreement covering all future works of a given author is invalid (Article 41 § 3). A clause along the lines of "the contractor transfers rights to anything they ever create" will not work; the subject of transfer must be tied to a specific commission, project or order.
Exactly when the rights pass to the client
If the agreement does not indicate a different moment, the rights pass upon acceptance of the work (Article 64). In practice, the parties choose one of these models:
| Moment of transfer | Who it favours | What to watch for |
|---|---|---|
| Acceptance of the work | neutral, consistent with the law | acceptance must be described for ongoing work, e.g. in sprints |
| Payment of remuneration for a given period | contractor | the client uses the code without rights for a time — the agreement should provide for an interim licence |
| The moment of creation (fixation) of the code | client | the contractor loses control over the rights even with unpaid invoices |
With monthly settlement, a convenient solution is to transfer the rights to everything created in a given month at the moment the invoice for that month is paid, and to grant a licence covering the time between delivery of the code and payment.
Elements of a good clause for a B2B contractor
- Subject — what counts as the work: source and object code, documentation, tests, database schemas, interface designs.
- Fields of use — tailored to the program: reproduction, modification and translation of code, distribution, making available online, including in a subscription model, combination with other software.
- Derivative rights — consent to the creation and disposal of derivative works. Without it, the author retains the exclusive right to allow the exercise of derivative copyright, even where all rights are transferred (Article 46).
- Moment of transfer and interim licence — see the table above.
- Remuneration — a note that the rate includes the transfer of rights and, if needed, a separate amount for the rights (relevant for example for IP Box relief).
- Items excluded — the contractor's own libraries, templates and tools and open-source components, for which the client receives a licence, not the rights.
- Moral rights — a commitment not to exercise certain prerogatives, e.g. marking authorship. Moral rights cannot be assigned (Article 16).
It is worth knowing that the provisions on the author's remuneration, including the right to "fair" remuneration and additional remuneration in cases of gross disproportion (Articles 43–44), do not apply at all to computer programs (Article 77 § 1). The amount paid for rights to code therefore depends solely on negotiation.
Licence or transfer — what to choose
Transfer of rights makes sense when the client is building their own product, wants to sell it, sublicense it further or raise financing. A licence is enough when the software serves the client's internal needs or when the contractor is delivering a solution that they also sell to others. An exclusive licence requires written form under pain of invalidity, as does transfer. A non-exclusive licence may be concluded in any form, but without a term clause it expires after 5 years — which can be a surprise in multi-year projects.
Example: an application for a chain of shops
Mr Marek, a developer on JDG, spent 8 months developing a booking system for a client. The framework agreement was accepted by email and contained the sentence: "copyright belongs to the client". When the client began talks about selling the company, the auditor pointed out that the transfer was invalid due to the lack of written form and that the fields of use had not been listed. As a result, the client only had a non-exclusive licence. The solution was to sign an annex with a qualified electronic signature, with a list of fields of use, consent to derivative works and an exclusion of a library that Mr Marek uses with other clients. The annex transfers the rights from the day of signing; for the earlier period, the parties confirmed a licence in it.
Most common mistakes
- No written agreement, relying on correspondence or orders in a purchasing system.
- A single sentence about "transfer of all rights" without a list of fields of use.
- No consent to derivative works, which means the client formally cannot modify the code.
- Transfer of rights to tools that the contractor uses with other clients.
- Contractual penalties and non-compete clauses out of proportion to the rate, combined with wording that makes the cooperation resemble employment — more in the article on when a B2B agreement may be reclassified as an employment relationship.
The current wording of the Act (consolidated text, Journal of Laws 2025, item 24) is available in the Internet System of Legal Acts.
How Good Balance helps
We draft and review B2B agreements, including clauses on copyright transfer, licensing and exclusions of the contractor's own tools. Details in our service drafting of agreements. If the contract is also to support IP Box relief, we take this into account directly in the wording — more about the relief itself in our guide IP Box for developers. In disputes you can arrange a legal consultation.