Contractor IP Ownership Agreements Signed Before the First Commit
On a KORE1 contract engineering engagement, your code reaches you through two signed assignments. You can read both before anyone starts.
A contractor IP ownership agreement is the signed assignment that moves copyright and invention rights from the engineer who wrote the code to the company paying for it. KORE1 W-2 engagements carry two, both signed before day one.
Last updated: September 30, 2026
- This page
- The paperwork on a contract engineering engagement. Each instrument, when it gets signed, who keeps a copy, and which parts KORE1 carries.
- Not this page
- Why a contractor’s code isn’t automatically yours, and where chains of title break by engagement model, is in who owns the code your contractor writes. Revoking access on the last day is the contractor offboarding checklist.
Most buyers ask about this late. Diligence, usually. A buyer’s counsel requests the assignment for a module a contractor wrote two years ago, and somebody finds out the paper was never signed, or was signed in the future tense, or was signed by an LLC whose owner never assigned anything to it.
We’d rather you ask on the first call. KORE1 has placed contract engineering talent and IT contractors since 2005, and every W-2 contractor we place signs an assignment to us before their first day. Our master services agreement then assigns the work on to you. Below is the whole file, including the parts that belong on your paper rather than ours.
Contractor IP Ownership Runs Through Two Signatures
On a contract staffing engagement, KORE1 is the employer. Not you. We run payroll, benefits and workers’ comp, and the engineer takes direction from your team. That detail matters.
Copyright law treats code an employee writes as part of the job as a work made for hire, owned by the employer from the first keystroke. So on day one the author of record is KORE1, not you, and nothing reaches your company until the assignment in our services agreement moves it along. Two links. Engineer to KORE1, KORE1 to you.
Patents run on a separate rule, since an invention belongs to whoever conceived it, and firmware, embedded software and medical device engagements are where one is most likely to turn up. That’s why the assignment needs present-tense words for inventions too, not a promise to assign someday. Ask any firm to show you that sentence. Ours included.
Corp-to-corp adds a third link. When a senior consultant bills through their own LLC, the human is the author, and the LLC owns nothing until its owner assigns to it. We ask for proof of that document before the engagement starts, and the W-2, 1099 and corp-to-corp comparison covers when that structure is worth the extra link.
The Engagement File, Instrument by Instrument
Seven documents can touch contractor IP ownership on an engagement. They get signed in this order. The last column shows who ends up holding a signed original, and the engraved seal marks each one that moves or licenses ownership.
- Holds a signed copy
- Sent to you on request
- No copy
- Dotted arrow, licensed rather than assigned
- Before you share code Mutual NDA or confidentiality termsKeeps your code and plans secret. Moves no ownership.Either side’s paper YouKORE1 You hold a copyKORE1 holds a copyEngineer holds no copy
- Before the first req Master services agreementAssigns what our engineers create for you, from KORE1 to your company.KORE1 paper KORE1You You hold a copyKORE1 holds a copyEngineer holds no copy
- Before day one Engineer’s assignment to KORE1Moves the engineer’s work on your engagement to KORE1, which the services agreement then passes on.KORE1 paper EngineerKORE1 You get a copy on requestKORE1 holds a copyEngineer holds a copy
- Before day one, corp-to-corp only The consultant’s assignment to their own LLCGives the entity something to pass on. We check it first.KORE1 checks it ConsultantTheir LLC You get a copy on requestKORE1 holds a copyEngineer holds a copy
- Before day one Background IP scheduleLists what the engineer brings in and licenses it to you, since they’ll need it again.Your SOW EngineerYou You hold a copyKORE1 holds a copyEngineer holds a copy
- Last day Return-or-destroy certificateConfirms copies of your code and data are gone from anything you don’t control.Your SOW EngineerYou You hold a copyKORE1 holds a copyEngineer holds a copy
- At conversion Your own invention assignmentOnce they convert to your payroll, the next assignment runs straight to you.Your hiring paper EngineerYou You hold a copyKORE1 holds no copyEngineer holds a copy
Signed before day one · 5 of 7On KORE1 paper or checked by KORE1 · 3 of 7
Count the rows signed before day one. Five of seven. That’s deliberate. Every one of them costs a single signature while the engineer is still onboarding, and a lawyer plus some detective work on a forwarding address once they’ve moved on to somebody else’s project in another city.
Look at the dashed copies. You don’t hold the engineer’s assignment to KORE1, and you don’t need it on file until a buyer, an auditor or a patent filing asks for it, at which point you need it this week. Ask and we send it, along with the services agreement clause it feeds.
Background IP, or What the Engineer Brings In
Senior contract engineers don’t arrive empty-handed. Good ones especially. They carry years of snippets, deployment scripts, a test harness from a previous engagement, sometimes a small library they maintain on weekends. Some of it will land in your repository whether anyone plans for it or not.
An assignment clause can’t sort this out, because an engineer can’t hand you exclusive rights to code they’ll need again next quarter, and some of it may belong to a former client anyway. The fix is a schedule. Before day one the engineer lists what they’re bringing, and the SOW grants you a perpetual, royalty-free license to anything on the list that ends up in your product.
Open source goes on the same list. Name the licenses. Flag anything copyleft before it’s merged, not after an application security scan finds it during a funding round.
For deliverable-shaped work, SOW staffing engagements put these terms into a statement of work with milestones attached. Teams work the same way. On a pre-matched contract engineering team, one schedule per engineer covers the whole bench, the same as it would for a single contract software engineer.
Where a Contractor IP Agreement Quietly Comes Up Short
Neither of these is exotic. Each one is a paragraph of text, and each one is missing from a lot of agreements drafted from an old template. Check both.
18 U.S.C. 1833(b)
The whistleblower immunity notice
The Defend Trade Secrets Act gives people immunity for reporting a suspected violation of law to the government in confidence, and it tells employers to put a notice of that immunity into any agreement governing trade secrets or confidential information. Its definition of employee includes anyone working as a contractor or consultant.
Leave the notice out and nothing is voided. The agreement still stands. You just can’t recover exemplary damages or attorney fees from that person if they walk off with a trade secret, which is the one case where you’d want both.
The rule reaches agreements entered into or updated after May 11, 2016. A template refreshed last year? It counts.
Ten state statutes
Limits on invention assignment
A W-2 contractor is our employee, so state employee-invention laws govern the assignment they sign with us. California’s Labor Code 2870 is the model. An assignment can’t take an invention the engineer built entirely on their own time, without the employer’s equipment or trade secrets, unless it relates to the employer’s business or came out of the work.
Washington, Delaware, Illinois, Kansas, Minnesota, New Jersey, North Carolina, Utah and New York have versions of it, New York since September 2023. Washington and Minnesota also require written notice of the carve-out when the agreement is signed. For remote contractors, check the engineer’s home state, not yours.
Nevada went the other way. Its statute favors the employer.
2
signed assignments between the engineer and your company on a KORE1 W-2 engagement
0
days worked before the engineer’s assignment to KORE1 is signed
10
states that cap what an employee invention assignment can reach
92%
of KORE1 placements last a full year, so the person who signed can still be reached
Sources: KORE1 placement data, KORE1 onboarding practice, and the state statutes named above.
Four Questions for Any Staffing Firm
Ours included. A firm that can’t answer these inside a day is telling you something about its paper.
The chain
Can you send both assignments?
The engineer’s assignment to the firm and the firm’s assignment to you, as signed copies rather than a summary.
How contractor code ownership worksThe tense
Does it say hereby assigns?
A promise to assign later is only a promise, and it tends to fail right when the engineer is gone.
Supplier terms to put in writingThe layers
Is anyone subcontracted?
Every corp-to-corp or subvendor layer adds a link, and each link needs its own signed assignment.
Contractor classification riskThe exit
Who certifies the copies are gone?
A return-or-destroy certificate, collected at the exit before the engineer’s attention moves to the next job.
Last-day access checklist
Common Questions
Who owns the code on a KORE1 contract engineering engagement?
You do, through two signed assignments. The engineer assigns their work to KORE1 before their first day, and our master services agreement assigns it on to your company. Neither step depends on anybody remembering to do it later. Both happen up front.
What should a contractor IP ownership agreement include?
Six things at minimum. A present-tense assignment of copyright and inventions, confidentiality terms, a background IP schedule with a license, the federal whistleblower immunity notice, cooperation on later patent filings, and a return-or-destroy duty at the end. The first two rarely go missing. Check the other four.
Can our counsel review KORE1’s assignment language before we sign?
Yes, and we’d rather they did. Ask for the assignment clause in our services agreement and the one our engineers sign, and we’ll send both. Settling a redline before a req opens is a lot easier than settling it after someone has pushed code. It’s a normal request.
Does the trade secret whistleblower notice apply to contractors?
The statute says so directly. The Defend Trade Secrets Act defines employee to include anyone working as a contractor or consultant, so an agreement covering your confidential information should carry the immunity notice. Without it you lose exemplary damages and attorney fees against that person, though the rest of the agreement survives.
What happens to tools and code the engineer already owned?
They stay the engineer’s. What you need is a license, not ownership, for anything pre-existing that ends up in your product, which is why the background IP schedule gets signed before day one. Without a list, nobody can tell two years later, when a buyer’s counsel is reading your repository history, which files came in the door and which were written for you.
Does California law limit what a contractor can assign?
For a W-2 contractor it does, because they’re an employee. Labor Code 2870 keeps inventions built entirely on the engineer’s own time and equipment out of the assignment, unless they relate to the employer’s business or came from the work. Nine other states agree.
What changes if we convert the contractor to a full-time hire?
The paper changes direction. Work done during the contract already reached you through the two assignments. From the conversion date, copyright in the work they do for you is yours as their employer, and your own invention assignment covers patents, so have them sign it with the offer.
Read Our Paper Before You Sign Yours
Tell us the roles, the start date and who on your side reviews contracts. We’ll send our assignment language to your counsel before the first engineer starts. Our IT searches average 17 days, so start the review this week.
Request the Assignment Language →Or call 949-706-6990
