My freelance developer refuses to assign their rights: how can I compel them?

Code ownership: who holds the rights in France?

Under French law, software is an intellectual work protected by copyright (CPI, art. L111‑1 and L112‑2), and the author (here, the freelance developer) holds the rights by default. Paying the invoice does not transfer economic rights. Assignment must be express and written, specifying scope, territory, duration and remuneration (CPI, art. L131‑3).

The rights to reproduce, adapt (modify, fix bugs) and market software belong exclusively to the author (CPI, art. L122‑6), implementing Directive 2009/24/CE. Unlike employees, whose economic rights in software vest in the employer by law (CPI, art. L113‑9), there is no automatic transfer for freelancers.

In practice, without a written clause, you have at best a very limited right of use, and any unauthorised exploitation may constitute infringement, which carries criminal penalties (CPI, art. L335‑2).

Can you compel a freelancer to assign their rights?

There is no legal mechanism to impose an assignment on an author without a prior contractual commitment. There are two situations:

1) You have a valid assignment clause

• Check that it details every assigned right (reproduction, adaptation, distribution), territory, duration and financial consideration (requirements of art. L131‑3 CPI and reminder on Service‑Public — official guidance).
• Formally demand that the freelancer perform (sign the assignment instrument, deliver source code, provide repository access) within a time limit, failing which apply to the judicial court for performance in kind and/or a coercive penalty payment (astreinte) (practical information on Justice.fr — French justice portal). See our practical advice on formal demands.
• Preserve evidence (contract, correspondence, Git repositories, deliverables) to demonstrate the unperformed obligation.

2) You have no written assignment (or it is incomplete)

• Negotiate an assignment amendment or, failing that, a sufficiently broad licence (e.g. worldwide, for the statutory protection period, rights to reproduce/modify/exploit commercially). Template and reminder of requirements on Service‑Public — official guidance.
• Offer financial consideration appropriate to the scope of assignment (remuneration must be determined or determinable).
• Avoid exploiting the software without a legal entitlement, to prevent infringement risk (penalties under art. L335‑2 CPI).
• If negotiations stall, apply to the judicial court for damages (contractual or non-contractual liability) or a ruling on the scope of strictly necessary implied use where judges recognise it. General steps on Justice.fr — French justice portal.

For a practical overview from the freelancer's perspective, see this professional press article too: protecting your intellectual property as a freelancer.

Immediate action plan (practical checklist)

1. Audit your documents: contract, quotation, terms of sale, purchase orders, invoice (sometimes including assignment wording), emails. Compare them against art. L131‑3 CPI and the Service‑Public guide.
2. Write a formal demand by registered post with acknowledgment of receipt requiring signature of a compliant assignment and delivery of source code/repositories/access. Follow our good practice: when and how to send it effectively.
3. Propose an amendment assigning rights (or a licence) with: assigned rights (replication, adaptation, distribution), technical scope (modules, APIs, SDKs), territory, duration, remuneration, warranties and deliverables (source code, binary, documentation, keys, CI/CD access).
4. Check third-party components (open source). Require a licence inventory and compliant redistribution; refer to the principles under Directive 2009/24/CE and practical guidance from INPI — French industrial property office.
5. Plan evidence in advance (timestamped deposit of code or documentation) through mechanisms recommended by INPI — French industrial property office.
6. Litigation as a last resort: issue proceedings before the competent judicial court (practical information: Justice.fr — French justice portal).

Essential clauses to secure an assignment (or licence)

• Economic rights covered (CPI, L122‑6): reproduction (all copies), communication to the public, adaptation/modification/correction, distribution, making available as SaaS.
• Scope: exclusive or non-exclusive; functional perimeter (modules, microservices), formats (source code, object code), integrations, derivatives.
• Territory and duration: worldwide; statutory protection period or a fixed term.
• Financial consideration: determined/determinable lump sum; payment arrangements and transfer condition (e.g. transfer conditional on full payment).
• Deliverables and transfer: source code, binaries, documentation, installation scripts, keys, repository and CI/CD pipeline access; exit and handover procedure.
• Warranties: originality, non-infringement, sufficient rights over third-party components; open source compliance (inventory and obligations).
• Maintenance/developments: patches, roadmap, testing/acceptance, any SLA.
• Moral rights: reminder that moral rights remain, with software-specific adjustments; attribution arrangements (credits/author) or anonymity.

To address these points in your wider contractual framework, see our services contract guide and resources on source code protection. For exploitation, our guidance on software licence agreements will help you choose between assignment and licensing.

Risks of exploitation without assignment or a licence

• Infringement: 3 years' imprisonment and a €300,000 fine, plus civil damages (CPI, L335‑2).
• Product blockage: inability to raise funds or conclude major contracts without a traceable chain of rights.
• Seizure and protective measures ordered by the judge (see litigation procedures on Justice.fr — French justice portal).

If a third party copies your interface or code, act quickly: our guide on responding to a competitor copying software details the strategy.

Do not confuse the rules for employees and freelancers

For software created by employees in the course of their duties, economic rights vest in the employer (CPI, art. L113‑9). This rule does not apply to freelancers and external providers: a compliant written assignment is required (Service‑Public — official guidance).

Good practice to avoid future deadlock

• Contract upfront: assignment/licence drafted at quotation or framework agreement stage, with precise clauses (see our services contract guide).
• Deliverables from the first sprints: Git repository in your organisation; administrator access keys; progressive transfer.
• Third-party inventory: open source policies, dependency audits.
• IP traceability: proof of prior creation (INPI), internal contribution register; in an incident, refer to our experience-based guide source code theft: available remedies.

Useful reminder: the French and European legal framework for software (CPI and Directive 2009/24/CE) requires a written assignment to secure exploitation. Guidance from INPI — French industrial property office and Service‑Public — official guidance reiterates the fundamentals.