Who Owns the Code When an Agency or an AI Tool Builds Your MVP?

The short answer

Copyright in code starts with whoever writes it. A company that commissions software generally owns it only if it is the author through employment, if a qualifying work-made-for-hire arrangement applies in the US, or if the author signs a written assignment. Paying an invoice is none of those. AI adds a second question: whether the code has copyright at all, because the US Copyright Office says purely AI-generated material does not.

So the work is done in the contract, before the build starts. This page sets out what the US and UK statutes say, what the Copyright Office says about AI-generated output, and a checklist of what to settle in writing. It is general information, not legal advice.

What the statutes say

Question	United States (Title 17)	United Kingdom (CDPA 1988)
Who owns a new work first?	Copyright vests initially in the author (section 201(a))	The author is the first owner (section 11(1))
Does an employer own what employees write?	Yes, as a work made for hire: the employer is considered the author and owns all the rights unless the parties agree otherwise in a signed written instrument (sections 101 and 201(b))	Yes: an employer is the first owner of works an employee makes in the course of employment, subject to any agreement to the contrary (section 11(2))
Does the person who commissions a work own it?	Only if the work falls in one of nine commissioned categories and both parties sign a written agreement that it is a work made for hire (section 101)	Section 11(2) covers works made by an employee in the course of employment; it does not mention a client who commissions an independent contractor
How is ownership transferred?	A transfer is not valid unless it is in writing and signed by the owner of the rights conveyed or the owner's authorized agent (section 204(a))	An assignment is not effective unless it is in writing signed by or on behalf of the assignor (section 90(3))
How does the statute describe software?	Section 101 defines a computer program as a set of statements or instructions used in a computer to bring about a certain result	A computer program is a literary work (section 3(1)(b))

Two readings follow from the table, and both are ours, not a lawyer's. First, an agency's developers are its employees, so the agency is usually the author and first owner of the code they write, and you receive rights only by assignment or license. Second, if the agency uses freelancers, the freelancers are the authors unless they have signed assignments to the agency, which is why you ask about the chain of title and not just your own contract.

The nine US commissioned categories are a contribution to a collective work, part of a motion picture or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, and an atlas. A custom software build from an independent agency is not obviously one of them, so do not rely on a work-made-for-hire label. Ask for a signed assignment instead.

What AI-generated code can and cannot protect

The US Copyright Office published Part 2 of its Copyright and Artificial Intelligence report, on copyrightability, on January 29, 2025. Its conclusions bear directly on an AI-assisted MVP:

• Using AI tools to assist human creativity, rather than stand in for it, does not affect whether the output can be protected.
• Copyright protects the original expression a human author contributes, even if the work also contains AI-generated material.
• Copyright does not extend to purely AI-generated material, or to material where human control over the expressive elements is insufficient.
• On the technology generally available when the report was written, prompts alone do not provide sufficient control.
• Human authors keep rights in expression they contribute that is perceptible in the output, and in creative selection, arrangement or modification of it. Whether a contribution is enough is decided case by case.

For a founder, the consequence is practical. A clause that says "the client owns all code" assigns whatever rights exist, but it cannot create copyright in code that has none. Contract terms and confidentiality do not depend on copyright, so they matter more for AI-generated parts of a codebase. Keep human review and modification in the build, and ask the agency to record which parts were produced with AI tools.

The Office also publishes registration guidance for works that contain AI-generated material, and its report covers how other countries approach the question. In the UK, section 9(3) treats the author of a computer-generated literary work as the person who undertakes the arrangements necessary for its creation, so the position differs by country.

A contract checklist for an AI MVP build

Our recommendation, in the order we would raise the points. Each is a point to settle in writing, and a lawyer should review the final text.

1. A signed assignment. State that the agency assigns its rights in the deliverables to you, signed by the party that owns them. This is what US section 204(a) and UK section 90(3) look for.
2. A named list of deliverables. Source code, designs, documentation, prompts, evaluation sets, infrastructure scripts and test data, so that nothing is left to implication.
3. When ownership transfers. On full payment, on delivery or per milestone, and what happens to ownership if the project stops halfway.
4. The chain of title. Require that the agency's employees and any freelancers have signed assignments to the agency, so the agency can assign what it promises.
5. Pre-existing and reusable components. Expect the agency to keep its own tools and libraries, and ask for a written license to use them inside your product for as long as you run it.
6. A list of third-party and open-source components with licenses. OWASP's guidance on AI supply chain risk recommends a bill of materials that covers models and datasets and tracks licenses in the same list; see our OWASP LLM Top 10 pre-launch tests.
7. AI tools used in the build. Ask which tools were used, what their terms say about ownership of output, and what customer data or secrets may be sent to them.
8. Accounts in your name. Repository, cloud, domain registrar and model-provider keys, created under your account from the start.
9. Confidentiality and publicity. What the agency may disclose, and whether it may show your project in its portfolio.
10. Governing law and review. Which country's law governs, and a lawyer's review before you sign. If you plan to raise money, ask that lawyer whether the assignment is in the form a later reviewer of your company's assets will expect.

For how to choose a partner beyond the contract, see what to look for in an MVP development agency and the guide to hiring an AI development agency. For the cost of the alternative, see agency vs in-house MVP development.

What our published Terms say

Our Terms, section 4, say that on full payment the client owns the custom deliverables created specifically for the project: custom AI models developed for the client's use case, project-specific code and documentation, custom designs and interfaces, and the deliverables specified in the agreement. They say SpeedMVPs keeps pre-existing intellectual property and tools, general methodologies and frameworks, reusable components and libraries, and portfolio rights with the client's permission. They add that third-party components stay subject to their own licenses.

A project agreement can add detail to the Terms, so ask to see yours, and ask the same questions of any agency, including us. Marketing pages on any site, ours included, describe ownership in shorter words than a contract does, so rely on the signed agreement and the Terms it refers to. For how a build runs, see AI MVP development.

Limits of this page

The statutes and the report were read as published on October 17, 2026, and law and guidance change. This page covers the US and the UK only. The two readings flagged above, and the checklist, are our own and are not legal advice. Security and regulation are the other two things to settle before an AI product reaches users: see EU AI Act for AI MVP founders.

Sources

All pages were read on October 17, 2026.

• Title 17, chapter 1, sections 101 (definition of a work made for hire) and 102, U.S. Copyright Office
• Title 17, chapter 2, sections 201(a), 201(b) and 204(a), U.S. Copyright Office
• Copyright and Artificial Intelligence, U.S. Copyright Office, with Part 2: Copyrightability published January 29, 2025
• Copyright, Designs and Patents Act 1988, section 3, section 9, section 11 and section 90, legislation.gov.uk
• SpeedMVPs Terms, section 4