What to do next
Common situations
A startup finds during diligence that its codebase was written by contractors with no assignment. An agency reuses a logo it designed for you. A freelance developer refuses to hand over source code after a fee dispute. A former co-founder claims rights in material created before incorporation. An employee argues an invention was made on their own time.
Work out which relationship and which right applies
Employee or contractor is decided on the substance of the arrangement, not the label on the invoice. And the rights differ: copyright, patent rights in inventions, and moral rights each follow different default rules, and moral rights in particular may need to be expressly waived rather than assigned.
Read what was actually signed
Look for a written assignment - not merely a confidentiality clause, and not merely 'work made for hire' language borrowed from US templates, which does not operate the same way in Canada. Check purchase orders, statements of work and terms of service, because the assignment is sometimes buried there rather than in a formal agreement.
When to speak with a lawyer
Before a financing round or sale, because IP chain of title is a standard diligence item and gaps are expensive to fix under time pressure. Also when a contractor asserts rights, when you want to license or sell the work, or when you are about to engage contractors for anything strategically important.
Types of lawyers who handle this
An IP lawyer for the ownership analysis and assignments, working with corporate counsel where the issue arises in a transaction. Where the relationship has broken down, commercial litigation counsel as well.
What to prepare
All agreements, statements of work, purchase orders and terms accepted, the payment history, the development record showing who created what and when, correspondence about ownership expectations, and any repository or version-control history you control. This is a documents question more than a memory question.
Possible legal pathways
The most common resolution is a confirmatory assignment negotiated after the fact - straightforward while the relationship is intact, expensive once it is not. Otherwise: a licence where full assignment is not achievable, a declaratory claim on ownership, or a claim for breach of contract. Fixing this before it is urgent costs a fraction of fixing it during a transaction.
Frequently asked questions
I paid for it - don't I own it?
Not necessarily. For independent contractors the default in many cases is that the creator retains copyright absent a written assignment. Payment buys the deliverable, not automatically the rights in it.
Does an NDA cover ownership?
No. Confidentiality and IP assignment are different obligations. An NDA alone does not transfer ownership of anything.
What about work made for hire?
That is a US concept and does not operate identically in Canada. Borrowed template language is one of the most common sources of defective chain of title here.
What are moral rights?
Rights of attribution and integrity that in Canada cannot be assigned - they can only be waived. A well-drafted agreement addresses waiver expressly, separately from assignment.
Can I fix this now?
Often yes, through a confirmatory assignment, and it is far easier while the relationship is good. Investors and acquirers routinely require exactly this.
This is general information, not legal advice. Laws vary by location and every situation is different — speak with a qualified lawyer about your specific circumstances.