0
IP ABC by Infusion Lawyers, Intellectual Property Law Firm in Nigeria--Copyright - Alpha Stock Images

IP ABC™: Software Development Contract: Who has copyright in the source code? (Week 2)

To view the subscribed-email version of IP ABC, click here.

Question of the Week (2) 

I’m John Udeze, an entrepreneur who runs FinSoft, a technology business in Port Harcourt. Six months ago, I came up with a FinTech business idea. Because the business would be best ran as an app, we contracted a professional app developer in Lagos to build the app for us. The app developer emailed invoice and app-development contract. We paid and signed accordingly. After the developer completed the app, she handed over the app to us but to our shock refused to handover the source code used in building the app. Till date, she insists the source code does not belong to us. Since this was a contracted work, is my company FinSoft not the owner of the source code as well?

 

Answer

You want to know if apart from owning the resultant app from the software development you also own the source code.

 

The answer is NO.

Your company—FinSoft—does not own the source code. Under copyright law, source code belongs to the app developer, not the contractor, FinSoft. What belongs to FinSoft is the resultant app, not the source code behind the app. Except the app-development contract you signed states that FinSoft would own the source code as well, the app developer can rightly hold on to the source code as the copyright owner. This is the position of the copyright law in Nigeria and most countries.

 

 

Nigeria’s Copyright Act favours the author or creator of a work, giving him or her first copyright ownership. 

First, the Nigerian Copyright Act has a general position on who has copyright in a work. Under section 9(1) of the Act, copyright ‘shall vest initially in the author.’ The author in this case is the app developer, not FinSoft. 

Second, depending on the nature of work and the nature of business or relationship between an author of a work and a person or entity the author has created the work for, the Nigerian Copyright Act has various positions on who has copyright in the work. 

In your own case, since FinSoft contracted the app developer to build the fintech-business app, copyright in the source code belongs—in the first instance—to the app developer. Even if the app developer was your employee, the position remains the same—the app developer first owns the source code, not FinSoft. This is the effect of section 9(2) of the Act. 

 

How FinSoft Can Become Copyright Owner of the Source Code

One way FinSoft can become the copyright owner of the source code is if the app-development contract it signed with the app developer expressly states that FinSoft owns the source code as well. To determine this, we advise you consult an IP lawyer or law firm to help you study the app-development contract closely and guide you accordingly. 

 

If the app-development contract does not contain the above and there is no other contractual document between the app developer and FinSoft stipulating that FinSoft owns the source code, it’s bad for FinSoft—very bad considering the resources the company must have invested in building the app. Consider consulting an IP lawyer or law firm for professional advice.

Best wishes
IP ABC

Follow-up questions, if any, are welcomed.

 

IP ABC™

IP ABC™ is an initiative of Infusion Lawyers, a virtual intellectual property (IP) and information technology (IT) law firm for the knowledge economy and the digital age.

 

Disclaimer

Characters, events, names, or places referred to in IP ABC may be fiction. Such fictional contents are meant to aid comprehension. Answers provided on IP ABC are prepared by Infusion Lawyers and are for general purposes only. Answers should not be construed as legal advice or legal opinion under any circumstances. If you have questions or legal problems that you need legal assistance with, please contact your IP lawyer or law firm, or contact Infusion Lawyers if you have none. And whenever any links shared through IP ABC lead to other sites, neither IP ABC site nor Infusion Lawyers’ website incorporate any materials published in such linked sites. We also do not necessarily approve, endorse, or otherwise sponsor such links. ALL external links may have been used for reference purposes only.

Leave a Reply

Your email address will not be published. Required fields are marked *