Who Owns the Code? Locking Down IP Ownership and Licensing for Tech-Driven Clients

New York’s Section 203-f changed the invention assignment drafting calculus, and New York is now one of eleven states that restrict what a PIIA can capture. The same agreements must now account for AI-generated code, which sits outside both the copyright and the work-for-hire ownership chains attorneys have relied on.

Rely on ‘work made for hire’ for outsourced software, and the contractor keeps the copyright. Skip the identification and reasonable-measures work recent DTSA cases require, and the trade secret claim fails at the pleading stage. Miss a GPL or AGPL obligation, and copyleft reaches the product. Jointly develop code without a written allocation, and divergent patent and copyright defaults hand one party the upside. Move the counterparty to the UK or China, and the default flips again.

Attendees walk out with the work product: a PIIA modernization checklist for all eleven restriction states, assignment language for employees, contractors, and vendors, drafting frameworks for improvement clauses, AI-tool disclosure provisions and background IP schedules, and royalty structures that survive patent expiration. These are judgment calls a form file cannot make.