What happens if the contract is silent
A website consists of several different objects, and Ukrainian law treats them differently. Code, page layouts, the logo, illustrations, texts and photos each have their own default regime, that is, what applies when the contract says nothing.
Code and texts. Under Article 15(2) of the Law "On Copyright and Related Rights" No. 2811-IX economic rights in a work created to order pass to the client from the moment the work is created, in full, unless the commissioning contract provides otherwise. A computer program is protected as a work, in source and object code (Article 20).
Logo, illustrations, graphics. The second sentence of the same Article 15(2) says the opposite: economic rights in a work of fine art created to order belong to the author unless a contract or the law provides otherwise. The exception is a work created specifically as an element of a computer program.
Interface design. Article 20(2) states directly that a graphical user interface is not a form of expression of a computer program. Rights in the code do not by themselves cover the page layouts.
The general Civil Code rule. Article 430 of the Civil Code says that economic rights in an object created to order belong to the creator and the client jointly unless a contract or the law provides otherwise.
| Object | Who holds economic rights if the contract is silent | Provision |
|---|---|---|
| Website code | The client from the moment of creation, in full | Law No. 2811-IX, Art. 15(2), Art. 20 |
| Page texts | The client from the moment of creation, in full | Law No. 2811-IX, Art. 15(2) |
| Logo, illustrations, graphics | The author, if it is a work of fine art and not an element of a program | Law No. 2811-IX, Art. 15(2) |
| Layouts, interface design | Not covered by rights in the code; the regime depends on whether it is a work of fine art | Law No. 2811-IX, Art. 15(2), Art. 20(2) |
| What agency employees created | The agency as employer; the client only under a contract with the agency | Law No. 2811-IX, Art. 14(2) |
| Ready-made themes, plugins, fonts, photos, libraries | Their rightholders; you get only a licence on their terms | Law No. 2811-IX, Art. 49(2) |
So by default the client gets the code and the texts, but not necessarily the logo and the design. The law does not say directly whether a particular logo is a work of fine art or whether a page layout is "an element of a computer program". The Civil Code and Law No. 2811-IX also phrase the general rule differently: joint rights versus full transfer to the client. In a dispute each side will cite the provision that suits it. A clause in the contract removes the question before it arises.
A separate note on agencies. If the site was built by a contractor company's employees, economic rights in their works made for hire pass to the company as employer (Article 14). The Article 15 rule on transfer to the client speaks of the author, that is, a person. So with an agency or a team of freelancers it is unwise to rely on the default: you need an express transfer clause, and the contractor should warrant that it holds the rights from its employees and subcontractors.
Form and three required details
A contract disposing of economic intellectual property rights is made in writing, including electronically. If the written form is not observed, the contract is void (Civil Code, Article 1107). Messenger chats and an invoice reading "website development" do not meet this requirement.
Article 48 of Law No. 2811-IX names three things the contract must define:
- The object. Details that identify it. For a website this is a list: the code (with the repository address), layouts, the logo files, texts, illustrations.
- The scope of rights. Exactly which economic rights are transferred or granted.
- The fee. The amount or the method of setting the remuneration, or an express statement that the contract is free of charge. The author of a work whose rights passed to the client is entitled to remuneration (Article 15(3)), so the simplest wording is that the remuneration for transferring the rights is included in the price of the work.
Clause by clause: what happens without it
Contract templates usually contain one sentence: "rights in the results of the work belong to the client". Below are the clauses that sentence should be built from, and what the law gives when a clause is missing. Access to accounts, the repository and the domain is a separate subject, covered in the article on the contractor agreement.
| Clause | What happens without it | Provision |
|---|---|---|
| List of objects | Unclear whether the logo, layouts and photos were transferred; the contract may fail the requirement to identify the object | Law No. 2811-IX, Art. 48(2) |
| Ways of use | Under a licence, ways not named are deemed not granted; under a partial transfer, not transferred | Civil Code, Art. 1109(6); Law No. 2811-IX, Art. 49(1), Art. 50(1) |
| Right to modify and adapt | Under a licence, adaptation is a separate way of use and is not granted without it. A lawful user may change a program without permission only for its proper use, including error correction; there is no such exception for design | Law No. 2811-IX, Art. 12(1), Art. 25(2), Art. 50(1) |
| Territory | The licence covers Ukraine only; not enough for a site that sells abroad | Civil Code, Art. 1109(7); Law No. 2811-IX, Art. 50(4) |
| Licence term | No more than five years, then extension for an indefinite term with either side able to withdraw on six months' notice | Civil Code, Art. 1110(3); Law No. 2811-IX, Art. 50(4) |
| Type of licence | The licence is non-exclusive: the contractor can sell the same code or design to others | Civil Code, Art. 1109(4); Law No. 2811-IX, Art. 50(4) |
| Fee for the rights | The contract does not set a fee for the rights, although the law requires its amount, method of setting, or a statement that it is free | Law No. 2811-IX, Art. 15(3), Art. 48(2) |
| Third-party components | You do not know which parts of the site you have no rights in at all; a contractor transferring rights must disclose existing licences | Law No. 2811-IX, Art. 49(2) |
| Rights from employees and subcontractors | Rights in works made for hire stay with the contractor company; you receive only what it holds and transfers | Law No. 2811-IX, Art. 14(2) |
| AI-generated parts | The sui generis right arises with the contractor as the program's user; without an express mention it is unclear whether it was transferred | Law No. 2811-IX, Art. 33(2), (9) |
Two clauses that templates often contain and that do not work:
- "The contractor may not build similar websites for others." Terms that restrict the creator's right to create other works are void (Article 48(3) of Law No. 2811-IX, Article 1112(4) of the Civil Code). Protect specific objects and confidential information instead of banning work.
- "Economic rights are transferred for five years." In a transfer contract, a term other than the statutory term of the rights is void (Article 49(2)). The term belongs in a licence, not in a transfer.
One more limit: the right of authorship, a moral right, stays with the author (Article 15(1)). Only economic rights can be acquired.
Transfer of rights or licence
These are two different instruments, and a development contract often needs both.
| Transfer of economic rights | Licence | |
|---|---|---|
| Who becomes the rightholder | The client, within the transferred scope | The contractor remains the owner; the client gets permission |
| For what | Everything made specifically for you | The contractor's own assets: modules, libraries, templates it uses in other projects |
| Term | Not stated: rights last for the statutory term | Stated; without it, up to five years with extension |
| Territory | Stated: "in all countries of the world" | Stated; without it, Ukraine |
| Exclusivity | Not an issue: the rights are yours | Non-exclusive unless stated |
| Future objects | Cannot be the subject: only what exists at the date of the contract can be transferred | Likewise: rights that did not exist at the date of the contract are not granted |
The last row matters for a contract signed before work starts. Objects and rights that did not exist when the transfer contract was made cannot be its subject (Article 49(1) of Law No. 2811-IX, Article 1113(1) of the Civil Code). A site not yet built does not exist on the signing date. So for new development the right instrument is a contract for creation to order and use of the object (Civil Code, Article 1112; Law No. 2811-IX, Article 48(1)) with a clause on rights passing at the moment of creation. After each stage it is convenient to sign an acceptance act listing the transferred objects: it covers the identification requirement.
How to draft the rights clause
- Is the site not yet built when the contract is signed?A transfer contract does not cover future objects. Yes → a contract to order with rights passing on creation, and acts listing objects after each stage
- Is the contractor a company or a team of several people?Rights in works made for hire sit with the employer, and in a freelancer's work with the freelancer. Yes → a warranty that rights from employees and subcontractors were obtained and pass to you
- Are there a logo, illustrations, layouts?For works of fine art the default leaves rights with the author, and rights in the code do not cover the interface design. Yes → list them separately from the code
- Were ready-made themes, plugins, fonts, photos or libraries used?The contractor does not transfer their rights; the rightholders' licences apply. Yes → an annex listing the components with links to their licences
- Does the contractor keep its own modules?It uses them in other projects, which is normal. Yes → a licence with explicit ways of use (including adaptation), territory "all countries of the world" and a term equal to the term of the rights
- Was part of the content generated by AI?The sui generis right arises with the contractor as the service's user. Yes → name that right separately in the transfer clause
An illustrative wording that covers most rows of the table above. It shows the structure and is not a ready text to sign:
Economic intellectual property rights in the objects listed in Annex 1 (code, layouts, logo, texts, illustrations), as well as the sui generis right in non-original objects generated by a computer program, pass to the Client in full, for all ways of use, including reproduction, adaptation, modification and making available to the public, in all countries of the world, from the moment each object is created. The remuneration for the transfer of rights is included in the price of the work. Third-party components and their licences are listed in Annex 2. The Contractor warrants that it has obtained economic rights from its employees and subcontractors to the extent needed to transfer them to the Client.
AI-generated parts
If the contractor's designer or copywriter generates images or texts in an AI service, part of the result may be not a work but a non-original object generated by a computer program. It attracts a sui generis right for 25 years. Its holder is the lawful user of the program, that is, the contractor, not you (Article 33(2)). The right can be alienated under Article 49 (Article 33(9)).
The general wording "rights in the results of the work" does not name the sui generis right. To avoid arguing over interpretation, name it directly, as in the example above, and ask the contractor to mark in the list which objects were generated. For a logo there is one more reason to know this in advance: exclusivity in a mark comes from trademark registration, and a generated mark may resemble someone else's. More in the article on who owns AI-generated content.
Our position
For everything made specifically for you, require a transfer of economic rights in full: all ways of use, all countries of the world, from the moment of creation, with a list of objects in an annex and a statement that the remuneration is included in the price. For the contractor's own assets, accept a licence, but with expressly named ways of use, including adaptation, a territory and a term. These clauses do not raise the price of the work and do not need separate negotiation with a reasonable contractor; without them, by default you will most likely get the code and texts but not the logo and the design.
The position does not hold if the site is built on a website builder or a subscription platform: there you get the right to use the service on its terms, and no contract with a contractor will transfer economic rights in the platform. In that case what matters is not the rights clause but what you can take with you when you move; how to cost the different website options is covered in the article on how much a website costs.
Checked on 10 November 2026 against the texts of the Civil Code (Articles 430, 1107–1113, version of 05.08.2026, and the next version, in which these articles do not change) and Law No. 2811-IX (Articles 12, 14, 15, 20, 25, 33, 48–50, version of 31.07.2026 and the next one from 24.03.2027, in which these articles do not change) on zakon.rada.gov.ua. This is an overview of the provisions, not legal advice; a contract for a large build is worth showing to a lawyer before signing.