3 errors in B2B contracts that make you lose rights to your code
Many developers in Krakow assume that issuing an invoice and sending the code to GitHub closes the ownership topic. This is a mistake that can cost you the loss of control over the original solution you've worked on for the last 11 months. Facts on the table: your B2B contract is not just the net amount, but above all the precise rules for transferring what you created.
The moment of rights transfer, or the 'moment of creation' trap
A standard provision in IT contracts, which we find in 7 out of 10 agreements, says that copyrights transfer to the client at the moment the work is established. This sounds innocent, but in practice, it means the client becomes the owner of the code before they even transfer a single zloty to you. If the company declares bankruptcy or simply stops paying in the middle of a project, you are left with an empty account and no right to legally use what you wrote yourself. The result matters, and the result for you should be payment, not just the satisfaction of a commit.
Last quarter, we helped 14 developers from Zabłocie strike out this provision and replace it with a clause about the transfer of rights only at the moment of full invoice payment. This is a simple change that gives you a real tool to pressure a debtor. Without this provision, your chances of recovering money drop, because the debtor already has everything they needed and feels no pressure. We speak with a human voice: don't give away the fruits of your work for free just because someone handed you a template from the internet.
It's also worth remembering that the debt collection process in IT is sometimes tedious and lasts an average of 83 days if you don't have a well-secured contract. Correcting this one sentence shortens this time drastically, because no one wants to risk using software to which they formally do not possess economic rights. This is pure mathematics and taking care of your own interest, not a lack of trust in a business partner.
Transferring copyrights without payment confirmation is the easiest way to end up empty-handed in case of contractor problems.
Excessively broad fields of exploitation and lack of limits
Another mistake is agreeing to unlimited fields of exploitation without additional remuneration. We often see contracts that allow the client to do literally anything with the code – from reselling it to competitors to creating SaaS products based on it that no one mentioned before. If your hourly rate assumed only writing a module for one company, and suddenly your code is earning millions for someone else in 11 foreign markets, you've probably been played at your own request.
A well-constructed contract should precisely list where and how the code will be used. If you work for a small software house from Krakow, you don't have to immediately agree to exploitation in outer space and on all known media in the world. We recommend limiting the fields to those that are actually necessary to achieve the contract's goal. Honestly, most companies don't need more anyway, and adding those 3-4 additional points protects your portfolio from abuse.
Remember that once given, the right to modify and resell is very difficult to undo. In 2024, we analyzed a case where a client tried to forbid the author from using their own universal libraries in other projects because the contract was phrased too generally. The time wasted on such disputes is about 32 hours of a legal counsel's work, which can be avoided at the stage of signing the document. Facts on the table: read what you sign, or give it to someone who will catch these catches in 15 minutes.
Personal rights that everyone forgets about
Moral copyrights are inalienable, which means you will always be the author of your code. However, in B2B contracts, a clause where you commit not to exercise them is standard. This sounds like legal mumbo jumbo, but in practice, it decides whether you can sign off on a project in your CV or portfolio. If you don't ensure a provision regarding the right to disclose authorship for marketing purposes, you may have trouble proving to a future employer what you are actually capable of.
We've happened to correct contracts where the prohibition on mentioning the project was tied to a contractual penalty of 47,000 PLN for each violation. These are absurd amounts for a freelancer, but companies enter them 'automatically'. At Krakow Advisory Market, we make sure our clients have clear guidelines: what they can show publicly and what must remain confidential. Usually, a short note about the possibility of using code snippets for educational purposes or in a closed portfolio for recruiters is enough.
The last thing is the right to author's supervision. If a company wants to change your code in a way that violates your reputation as a developer, you have the right to protest – as long as the contract does not exclude this right. It's worth leaving a loophole in case someone wants to turn your elegant refactoring into spaghetti code and still claim it's your work. Sometimes clients are surprised by such a request, but after a brief explanation, they usually have no problem changing the provision.
The ability to include a project in your CV is your greatest asset. Don't let it be taken away by one bad paragraph in a contract.
How to check a contract in 3 steps?
Before you click 'accept' in an electronic signature system, do a simple test. First, check if the words 'payment' and 'transfer of rights' appear in the same sentence. Second, count the listed fields of exploitation – if there are more than 12, ask why they need so many. Third, look at the paragraph on contractual penalties. If the penalty for an error in the code exceeds your monthly remuneration, the contract is extremely dangerous and requires immediate correction.
At Krakow Advisory Market, we've already analyzed hundreds of such documents for the IT and creative industries. We know that no one has time to read 40 pages of terms and conditions, so our opinions are short and boil down to specific points to change. We don't play at theorizing – we say directly: 'strike this out, add two words here, and fight for this'. Such a service costs a fraction of what you would lose on one poorly formulated contractual penalty.
You might think that a large corporation won't change a contract for you. That's a myth. In 83% of the cases we handled, the other party agreed to sensible corrections regarding intellectual property. Companies also want to have legal peace of mind and know that the process of purchasing services is clean. If you present arguments substantively, without emotions, you will gain respect as a professional who knows their value and takes care of their business security.
