Who owns the code, design and domain when an agency builds your website or software in India?

Who owns the code if my contract says nothing?

Not you. Section 17 of the Copyright Act says the author of a work is the first owner of the copyright in it¹. Computer programmes count as literary works under the Act⁴. Paying the invoice does not change who the author is.

The Act does give some people who pay for a work the first-owner position by default. One case is a photograph, painting, portrait, engraving or film made for valuable consideration at the instance of another person. Another is work made by an employee under a contract of service, where the employer is first owner¹. Software written by an outside agency is on neither list. So the first owner is the freelancer who wrote it, or the agency if the author was its employee. In both cases the first owner is not you until an assignment says so.

When a dispute reaches court, the written documents carry the weight. In a 2015 interim order in Exegesis Infotech v Medimanage, summarised by a law firm, the Bombay High Court relied on the parties' memorandum of understanding and draft agreement to find that the commissioning company owned the software, and it left the question of whether the developer was an employee for trial⁵. Do not plan around a court reading your emails. Get the assignment signed.

What must the assignment clause say?

Section 18 lets the owner of a future work assign it in advance, and the assignment takes effect when the work comes into existence⁶. So one clause signed before the project starts can cover each file as it is written. Section 19 then sets what that clause must contain². A checklist you can hand to your lawyer:

• In writing and signed by the agency or freelancer, or by their authorised agent².
• Identifies the work, for example the site code, design files, written content and documentation².
• States the rights assigned, the duration and the territory. Write a fixed long term and worldwide, because the defaults are five years and India only².
• States the consideration payable, which is the fee you are paying².
• Says the one-year lapse rule does not apply, because an unused assignment otherwise lapses after one year unless the assignment says otherwise².
• Passes ownership on final payment. One contract guide prefers an assignment over a licence, because a licence can be revoked or limited⁷.

What parts of the site can the agency not hand over?

Open source libraries, commercial plugins, licensed fonts, stock images and an agency's own framework usually cannot be assigned. A contract guide advises asking the agency to list each one with its licence terms and annual cost, and to grant a perpetual licence for each so the site keeps working⁷. A site built on a vendor's proprietary framework may not move to another team⁷.

Stock photos are often licensed one year at a time. Another guide recommends buying your own licence so that yours is not tied to the agency⁸.

Hosted website builders work differently. The same guide calls them "leased websites that are owned by the software company" and warns that the licence is revocable⁸. You keep your words and photos. You do not keep the platform.

Who should hold the domain, hosting and other accounts?

You should. ICANN's page for registrants says the registrant must keep contact data accurate, answer the registrar within fifteen days, and assume sole responsibility for the registration and use of the name³. If the agency is the registrant, those duties and that control sit with the agency.

The same contract guide says every account should be registered in the client's name with the client holding admin access from day one: registrar, DNS, hosting, CDN, analytics, Search Console, email provider and software subscriptions⁷. If the agency resells hosting, the contract should say what happens when that arrangement ends⁷. The agency can still work as a user on your accounts.

What should the handover include if we part ways?

Ask for the handover in the contract, with a deadline and no extra fee. The guide lists a full code and database export, build and deployment documentation, environment variables and configuration, a list of third-party services and licences, and credentials⁷. It calls a handover priced only at exit a hostage arrangement, and suggests keeping support fees separate from the right to use, host or change the site⁷.

For a larger build, you can own the code repository from the start and have the agency work inside it⁷. Then ownership is a setting in your account, not a promise in a document.