Developer Left Without Assignment: How to Secure Rights to Your Software in Poland

Developer left without assignment secure rights is one of the most urgent problems a business can face: you have paid for software, built a product around it, and only later discovered that the person who wrote the code still holds the full scope of copyright. This situation arises constantly when a freelancer finishes a project, a contractor is never properly on-boarded, or a key engineer resigns and leaves a question mark over who actually owns the source. In 2026, with software now central to the value of most companies, this gap is no longer a technicality, it is a commercial risk that can stall funding rounds, block acquisitions and expose you to infringement claims.

This guide sets out a practical route to preserve evidence, verify their chain of title, and regularise or enforce rights under Polish law.

Quick action checklist

When a developer left without assignment secure rights becomes a live problem, the first three days matter most. Evidence can disappear, access can be revoked, and the window for emergency relief can narrow. Work through the following steps in order.

1. Preserve code and commits. Take a read-only snapshot of every repository, capture commit hashes, author metadata and timestamps, and store an immutable copy offline. Do not alter the history.
2. Secure accounts and access logs. Export access logs, then review who holds credentials to repositories, servers and cloud accounts. Rotate keys where appropriate.
3. Document commissioning and payments. Gather the contract (or absence of one), purchase orders, invoices, proof of payment, acceptance sign-offs and the email thread that shows the work was ordered and delivered.
4. Secure confidentiality and interim access. Confirm any non-disclosure obligations, and if the developer still controls live systems, arrange interim access terms in writing to avoid disruption.
5. Seek legal advice. If you need to assign further the part of work done by the developer or if there is a risk the developer may use, sell or disclose the code, consider provisional measures before contacting them, surprise can be decisive in securing an injunction.

Who owns software under Polish law? Copyright and authorship basics

Before you can decide how a developer left without assignment secure rights situation should be resolved, you need to understand who owns what by default. Polish copyright law treats software firmly as a protected work, and the starting position usually favours the individual author, not the company that paid for it.

Software as a copyrighted work, statutory references

Under the Polish Copyright and Related Rights Act (Ustawa o prawie autorskim i prawach pokrewnych), computer programs are protected works. The economic rights in a work, the rights to use and exploit it commercially, can be transferred, but generally only through a written contract. Without a valid written transfer, the economic rights in principle remain with the author even if you have paid in full.

Commissioned works and employer rights, when rights pass by contract

The crucial distinction is between an employee and an external contractor. For software created by an employee within the scope of their employment duties, the Copyright Act provides that economic rights generally vest in the employer. For an independent contractor or freelancer, no such automatic transfer applies, the rights stay with the author unless a written assignment is concluded. This is precisely why so many businesses are caught out: they assume paying an invoice buys the copyright, when in law it may only buy delivery of the deliverable.

This answers the question: what if a developer still holds copyright to my code? If the person was a genuine employee and the program was created in the course of their duties, you may already own the economic rights by operation of law. If they were a contractor and there is no valid written assignment, you likely do not, and you will need to regularise the position through one of the routes set out below.

Verifying the chain of title, evidence checklist

Whether you intend to negotiate a corrective assignment, your position depends on evidence. A clean chain of title shows what was commissioned, who built it, what was paid and what was delivered. Assemble three categories of evidence.

Technical evidence (git, commits, metadata)

• Full git history with commit hashes, author and committer fields, and timestamps.
• Read-only repository snapshots and server backups captured at a fixed point.
• Deployment logs, build artefacts and CI/CD pipeline records linking code to releases.
• File metadata and design specifications showing the development timeline.

Best practice for source code preservation is to record each commit hash, create an immutable read-only snapshot, and document who captured the evidence, when and how, so the integrity of the record cannot later be challenged.

Commercial evidence (contracts, invoices, purchase orders)

• The engagement contract and any statements of work or specifications.
• Purchase orders and the scope they describe.
• Invoices and matching proof of payment.
• Any existing IP clauses, even if incomplete or defective.

Testimonial and operational evidence

• Written declarations from team members or contractors describing who wrote what.
• Acceptance tests, sign-off emails and project management tickets.
• Correspondence showing instructions, feedback and delivery.

Together these answer the question: how can I prove I commissioned the software? Contracts and orders show the mandate, invoices and payment records show consideration, acceptance tests and emails show delivery, and git histories tie the work to specific authors and dates. No single document is usually enough; the strength lies in the combination.

Contract language that matters, clauses to seek or add

The root cause of most problems where a developer left without assignment secure rights is weak or missing contract language. Understanding the clauses that matter lets you spot the gap in an old contract and draft a robust corrective agreement now.

Key clauses: assignment, licence, waiver, representation

• Assignment of economic rights. A clear transfer of autorskie prawa majątkowe, specifying the fields of exploitation (pola eksploatacji), Polish law requires that the fields of use be expressly identified for the transfer to be effective in respect of them.
• Future works and derivative works. Coverage of code yet to be written and of modifications and derivative works, together with rights to authorise others to make them. Note that under the Copyright Act an assignment generally cannot cover fields of exploitation that are unknown at the time of the contract.
• Moral rights. Moral rights (autorskie prawa osobiste) are inalienable under Polish law and cannot be assigned; the practical solution is an undertaking by the author not to exercise them against the business, and consent to the exercise of certain rights by the business, to the extent permitted.
• Indemnity. Protection against third-party claims arising from the code.

Options to regularise rights when a developer left without assignment secure rights

Once you understand the ownership position and have your evidence in order, you can choose a route. There are four broad paths, and the right one depends on whether the developer is reachable, cooperative and whether there is any immediate risk of harm.

Corrective assignment, process and enforceability

The cleanest fix is a corrective assignment in Poland, a written agreement in which the developer transfers the economic rights to the business. The Copyright Act requires such a transfer to be made in writing on pain of nullity, and the fields of exploitation must be expressly identified. Where the developer is willing, this is usually the fastest and cheapest solution. The parties may agree terms between themselves regulating use that has already taken place, but the transfer itself must satisfy the statutory written-form and fields-of-exploitation requirements.

Granting a licence vs assignment, commercial tradeoffs

If the developer will not assign, a licence may still solve the commercial problem. An exclusive licence (licencja wyłączna) can, in practical terms, come close to assignment, allowing the business to use, modify and distribute the software while the author retains ownership. Under the Copyright Act, an exclusive licence must be granted in writing to be valid. A licence is often quicker to agree because it feels less final to the author, but the scope, exclusivity, duration, territory, sublicensing and the right to modify, must be drafted with care.

Implied licence and estoppel arguments, evidentiary thresholds

Where there is no written agreement at all, a business may argue that an implied (non-exclusive) licence arises from the circumstances, the developer was paid to build software for a known commercial purpose and delivered it for that use. Polish law permits a non-exclusive licence to be granted without written form, so such arguments can support continued use, but they are evidentially demanding and rarely confer the certainty of an assignment. They are best treated as a fallback or a negotiating lever rather than a destination.

When to litigate, factors to consider

Litigation becomes necessary when the developer refuses to cooperate and genuinely disputes ownership. Before suing, weigh the cost, the likelihood of success given your evidence, the urgency (is the code being used or sold elsewhere?), and whether provisional measures are available to hold the position while the case proceeds. Litigation can produce a judgment recognising your rights, but it is slow and expensive compared with negotiation.

Emergency measures in Polish courts and provisional relief

Where a developer left without assignment secure rights also threatens to exploit, disclose or sell the code, you may not have time to wait for a full trial. Polish civil procedure offers tools to hold the position quickly.

Mechanisms: zabezpieczenie roszczeń and injunctions

The principal mechanism is zabezpieczenie roszczeń, the securing of claims, under the Code of Civil Procedure (Kodeks postępowania cywilnego). The court can grant provisional measures, including orders restraining a party from certain conduct, before or during substantive proceedings. To obtain relief, an applicant generally must establish the credibility (prima facie plausibility) of the claim and a legal interest in granting security, typically that the absence of the measure would prevent or seriously hinder enforcement of the eventual judgment, or otherwise frustrate the aim of the proceedings. Specialised intellectual property divisions established within certain regional courts handle IP disputes, including related applications for security.

Remedies available: securing measures, injunctions, surrender of copies

Depending on the facts, the court may order the opposing party to cease certain conduct, secure items connected with the dispute, or take other protective steps pending resolution. This answers the question many businesses ask, can I get a court order to stop the developer from using the code? The answer is that the court can grant such security, provided you can show a credible claim and a genuine legal interest in securing it, and you move quickly with a well-prepared file.

Practical negotiation and settlement playbook

Most disputes resolve by agreement, and a measured approach to the former developer is usually faster and cheaper than court. The goal is to secure a written assignment or robust licence on acceptable terms.

Preparing a settlement offer

Approach the developer with a clear, professional proposal rather than an accusation. A typical settlement package includes an assignment or exclusive licence of the economic rights, confidentiality undertakings, and, where lawful and proportionate, restraints on reuse. Where you have grounds for provisional relief, the credible prospect of a securing order is a legitimate negotiating lever that can move a reluctant counterparty toward agreement.

When to propose escrow or staged assignment

If trust is low or the developer wants payment before transferring, consider staged arrangements: an assignment that completes on payment, funds held pending delivery, or source code escrow as a fallback so neither side is wholly exposed. A staged assignment lets you control risk while giving the developer certainty of payment.

Preventive steps for the future

Preventing a repeat of a developer left without assignment secure rights situation is far cheaper than fixing one. Build ownership into the way you engage and manage developers.

Recommended contractual provisions for contractors

• Assignment of economic rights, with an express list of fields of exploitation, in written form.
• Representations of authorship and originality,
• An undertaking regarding moral rights to the extent permitted.
• Delivery of source code and documentation.

Operational controls and technical measures

• Company-controlled source control with managed access and complete audit trails.
• On-boarding and off-boarding checklists that verify signed IP terms before work begins.
• Periodic chain-of-title reviews so gaps are found before a funding round or acquisition, not during one.

Next steps 

When a developer left without assignment secure rights threatens your product or a transaction, early, coordinated action is what protects you, preserving evidence, verifying your chain of title, and choosing between corrective assignment, licence and emergency relief. If a developer still holds copyright to software you rely on, seek jurisdictional advice without delay, particularly where a securing order may be needed.

Sources

1. Ustawa o prawie autorskim i prawach pokrewnych (Polish Copyright Act, consolidated text), ISAP
2. WIPO, Copyright and the Protection of Software