Source code delivery: Contractual agreement + Escrow option (Source: beevr); Ironclad rule: Developer holds copyright by default (Source: beevr); Core: Explicit IP transfer clauses (Source: beevr)—Note: Contractual stipulations take precedence under Article 859 of the Civil Code (Source: Faxian Law Firm).
I.
Ownership Rules
Default: Developer holds copyright by default (Source: beevr); Payment ≠ Ownership: Payment and ownership are distinct concepts (Source: beevr); Transfer: Written IP transfer clauses (Source: beevr); Civil Code: Article 859—agreements take precedence (Source: Faxian Law Firm); Third Parties: Covers dependencies on existing components within the deliverables (Source: Getprojects)—Ownership: Default + Transfer + Agreement (Three rules).
II.
Three Models
Commissioned Development: Ownership defined by agreement (Source: Faxian Law Firm); Buyout: Full transfer of rights (Source: TechRadiant); Escrow: Source code escrow (Source: Codekeeper); Licensing: Permission to use, not ownership (Source: TechRadiant); Selection: Choose the model based on needs (Source: TechRadiant)—Models: Commissioned + Buyout + Escrow (Choose one).
III. Escrow Mechanism
Third Party: Neutral agent between vendor and client (Source: Gain); Trigger: Release upon bankruptcy, service cessation, or breach of contract (Source: Gain); Materials: Source code and build instructions (Source: Guideflow); Cost: $1,000–$1,600/year (Source: Gain); Updates: Regular updates per version (Source: Claro)—Escrow: Third party + Trigger + Cost (Three elements).
IV.
Delivery Checklist
Source Code: Complete frontend and backend source code (Source: Volcengine); Database: Table creation statements and initialization data (Source: Volcengine); Documentation: API documentation and secondary development guide (Source: Volcengine); Copyright: Usage and modification rights belong to the client (Source: Volcengine); Deployment: Self-owned server or private cloud (Source: Volcengine)—Checklist: Source code + Database/Tables + Documentation (Three deliverables).
V.
Repository Control
Self-owned: Repository hosted on own organizational account (Source: API Pilot); Invitation: Developers added as external collaborators (Source: API Pilot); Revocation: Access revoked immediately upon end of cooperation (Source: API Pilot); Master Copy: Master copy always retained (Source: API Pilot); Avoidance: Do not use the other party’s private GitLab (Source: API Pilot)—Repository: Self-owned + Invitation + Revocation (Three controls).
VI.
Warranty Against Defects
Warranty: Developer warrants against defects in rights (Source: Faxian Law Firm); Third Party: Guarantee no third-party claims (Source: Faxian Law Firm); Open Source: Disclosure of open-source dependencies (Source: SEC); Registration: Agreement on software copyright ownership (Source: Cnblogs); General Use: Reusable frameworks specified separately (Source: Cnblogs)—Warranty: Defects + Open Source + Reuse (Three disclosures).
VII. Procurement Recommendations
1. Draft terms (IP transfer); 2. Select a model (commissioned development, buyout, or managed hosting); 3. Control the repository (use your own account); 4. Request the inventory (source code and documentation);
5. Set up escrow—Source code delivery: Terms + Model + Escrow (a three-pronged closed-loop approach).
