Saya & Associates
Switching software agencies in India: rights, access and transition
The repository is still in the agency's account
A startup has paid an agency to build its application. The product is live and the invoices are settled. The founders now want a new team, and find the repository, the cloud account and the app-store listing all sit in the agency's name.
The contract says little about modification rights, subcontractors or what happens on exit.
The immediate problem is continuity, and solving it needs both a contract review and a technical handover plan. This example is hypothetical, not a client matter.
This guide covers the exit. For what the original agreement should say, see our guide to software development agreements.
Sort each component: owned, licensed or third-party
Ownership and permission to use are different arrangements, and one product often contains both. Start by classifying what was delivered:
| Component | Point to clarify |
|---|---|
| Bespoke source code | Whether copyright was assigned, and when |
| The agency's existing tools or framework | Which licence allows continued use and maintenance by another team |
| Open-source components | Which licence conditions apply to the intended use and distribution |
| Commercial libraries or services | Who holds the account and pays the recurring charges |
| Documentation and design files | Whether they are deliverables, and whether the rights in them pass |
Do not demand an assignment of what the agency does not own. Identify those components and check that the permissions available support the business.
What the Copyright Act requires
| Provision | What it provides | Why it matters on exit |
|---|---|---|
| Section 17 | The author is the first owner. For work made by an employee under a contract of service, the employer is, unless agreed otherwise | Code written by the agency's staff starts with the agency; code by its freelancers starts with them |
| Section 19(1) and (2) | An assignment is valid only in writing signed by the assignor, identifying the work, the rights, the duration and the territory | An invoice or an email saying "you own it" may not be enough |
| Section 19(5) and (6) | If no period is stated, five years; if no territory is stated, India | Check the term and territory against the markets you sell in |
| Section 30 | A licence must be in writing, signed by the owner or an authorised agent | Get the licence for the agency's retained framework in writing before exit |
| Section 52(1)(aa) | The lawful possessor of a copy of a computer programme may copy or adapt it to use it for the purpose it was supplied for, and make back-up copies | Useful, but not a substitute for the right to keep developing the product |
An NDA deals with confidential information. Unless it actually contains a signed assignment or licence, it does not transfer copyright.
Read the exit clause before giving notice
Read the termination clause with the statement of work and any change requests. Note:
- the grounds and notice period for termination;
- what is payable on exit, including work in progress;
- whether any transfer of rights is conditional on payment, and which payment;
- the transition assistance promised, for how long and at what rate;
- the return or deletion of data and confidential information; and
- the continuing licence for any components the agency keeps.
A clause promising to "cooperate in transition" is hard to rely on if nobody listed the materials, people and time involved. Settle those details in writing before the relationship ends.
Take control of the accounts
Legal rights do not supply a missing password, and repository access does not settle who owns the copyright. Both need attention.
List every business-critical account: the code repository, cloud hosting, domains, app-store listings, analytics, payment gateways and third-party services. For each, record who holds the owner role and who pays.
Move owner roles to the business as early as the contract allows. Transfer credentials through a secure process and rotate them once the agency's access ends. Never put passwords or live keys in a handover document.
A handover the new team can test
The practical test is whether the incoming team can build and deploy the agreed version from the materials supplied. Agree that test before the old agency's access is removed.
The handover usually covers the repository with its version history, build and deployment instructions, a dependency list with licences, the database structure, migrations and backups, architecture notes and known defects.
A ZIP file of source code is not, by itself, a maintainable product. Record each gap the new team finds, and who will close it.
If the agency withholds the code
Keep the exchange factual and in writing. Identify what the contract obliges the agency to deliver, what remains unpaid, and whether any condition on transfer has been met.
Do not copy material, or access systems, that you are not authorised to use. Self-help can create a second dispute.
A dispute over a technology development agreement, a services contract or copyright is a commercial dispute under section 2(1)(c) of the Commercial Courts Act, 2015, which has its own procedure.
If the contract has an arbitration clause, urgent interim relief may be sought from the court under section 9 or from the tribunal under section 17.
Our guide to interim relief in arbitration compares the two routes.
For an overseas agency or customer, review governing law, the dispute forum, assignment formalities and enforcement together. A clause imported from another jurisdiction may not meet Indian requirements.
Switching agencies: the sequence
- Inventory the components. List the bespoke code, the agency's framework, third-party components and services, and who owns or licenses each.
- Check the paper trail. Find the signed assignment and licences, and compare their rights, term and territory with the product's markets.
- Read the exit clause. Note the notice period, sums due on exit, any condition on transfer and the transition assistance promised.
- Secure the accounts. Move owner roles for the repository, cloud, domains and app stores to the business, as the contract allows.
- Agree the handover list. Name each repository, record and instruction to be delivered, and how credentials will be transferred.
- Test with the new team. Have the incoming team build and deploy from the handover, and log every gap before access is withdrawn.
Frequently asked questions
Does paying the agency mean my company owns the code?
Not necessarily. Under section 19 of the Copyright Act, an assignment must be in writing, signed by the assignor and specify the rights, term and territory. An invoice does not do that.
Is an NDA enough to transfer software copyright?
Not merely because it is called an NDA. Confidentiality and ownership are different questions. Read its actual terms for a signed assignment or licence.
The agency kept a framework it uses for other clients. Can the new team maintain it?
Only within the licence the agency granted. Under section 30 of the Copyright Act, a licence must be in writing, signed by the owner or an authorised agent, so get its scope in writing before exit.
Can I modify the code just because I hold a copy?
Only narrowly. Section 52(1)(aa) lets the lawful possessor of a copy adapt it to use it for the purpose it was supplied for, and make back-ups. Continuing development needs an assignment or licence.
What if the agency refuses to hand over the code?
Check what the contract obliges it to deliver and whether any condition has been met. The dispute is a commercial one, and an arbitration clause may allow urgent interim relief under section 9 or 17.
The takeaway
Settle the rights, the accounts and the handover list before notice is given. An exit is easiest when the business already controls its accounts and the paperwork matches the product.
To review an exit plan or a transition clause, contact Saya & Associates with a short, non-confidential summary of the product and the contract.
This article provides general information on Indian law as at 22 October 2026. Ownership, licensing and remedies depend on the work, the documents and the applicable law. It is not legal advice.