Who Owns Software Created by a Freelancer in the Philippines?

Last materially reviewed: September 4, 2026

Direct Answer

Paying a freelancer or independent contractor to create software does not automatically transfer copyright to the client in the Philippines. Under Section 178.4 of Republic Act No. 8293, the person who commissions and pays for a work owns the commissioned work, but copyright remains with the creator unless there is a written stipulation to the contrary.

Key Takeaways

Computer programs are protected works under the Intellectual Property Code.
Commissioning and paying for software is not the same as automatically owning copyright.
A written IP transfer or assignment clause is critical when the client expects to own copyright.
The agreement should address source code, documentation, repositories, third-party code and open-source components.
Freelancer rules differ from employee-created software rules.

What Does Section 178.4 Say?

The Intellectual Property Code provides that when a person commissions and pays for a work outside an employment relationship, the commissioner owns the work, but copyright remains with the creator unless there is a written stipulation to the contrary.

Why Does the Written Contract Matter?

Without clear written transfer language, a client can pay for development yet still face uncertainty over reproduction, modification, sublicensing, resale, derivative works and transfer to investors or buyers. This becomes particularly important during due diligence, fundraising, acquisition or migration to a new developer.

What Should a Software Development Agreement Cover?

Express assignment or transfer of copyright and economic rights where intended.
Ownership of source code, object code and documentation.
Repository access and handover requirements.
Background IP retained by the freelancer.
Open-source and third-party components.
Confidentiality and security obligations.
Acceptance testing and delivery milestones.
Post-termination access and transition assistance.

What If the Freelancer Uses Existing Libraries?

The client cannot receive greater rights than the freelancer has. Third-party and open-source components remain subject to their own licences, so contracts should require disclosure of material dependencies and licence obligations.

What If There Is No Written IP Clause?

The statutory default may leave copyright with the creator. The parties may need a later written assignment or licence to clarify rights, especially before commercialization or investment.

Freelancer vs Employee

Employee-created software follows a different rule focused on regularly assigned duties. See Who Owns Software Created by an Employee?

Related Cybercode Guides

Statutory foundation: Freelancer software ownership depends on the commissioned-work and copyright rules in the Intellectual Property Code, modified where applicable by a written agreement.

Frequently Asked Questions

If I paid for the app, don’t I own the copyright?

Not automatically. Section 178.4 distinguishes ownership of the commissioned work from copyright and requires a written stipulation to transfer copyright.

Can the freelancer assign copyright later?

Yes, subject to a valid written agreement and any rights already granted to third parties.

Should startups fix this before fundraising?

Yes. Unclear software ownership can become a material due-diligence issue for investors and acquirers.

Official Sources

RA 8293 — Intellectual Property Code, Sections 172 and 178

Disclaimer

Important: This article provides general educational information about Philippine law, regulation, cybersecurity, technology, or business compliance. It is not legal advice and does not create an attorney-client relationship. Laws, agency procedures, technical standards, platform rules, and the facts of each situation may change the result. Verify current requirements through the cited official sources and seek qualified professional advice when your rights, deadlines, money, safety, or legal exposure may be affected.