Who Owns the Code? IP and Work-for-Hire Rights When You Hire Contractors in Latin America

IP ownership when hiring contractors in Latin America is not the paperwork afterthought most US companies treat it as. In the US, a contractor agreement with a "work made for hire" clause usually settles who owns the code the moment the company pays for it.

That clause does not do the same job once the contractor is in Mexico City, São Paulo, Bogotá, or Buenos Aires, because the work-for-hire doctrine itself is a specifically US and UK copyright concept that does not exist, by that name, anywhere in Latin America. Some countries reach a similar practical result through a different statute. 

Others default the opposite way entirely, leaving the code with the person who wrote it until a signed assignment says otherwise. Economic rights, the ability to copy, modify, license, and commercially exploit a piece of code, and moral rights, the right to be identified as its author and to object to changes that damage its integrity, are legally separate everywhere in the region, and only economic rights can ever change hands.  

Get the assignment clause wrong, and the company that paid for the code may not be the company that owns it. This guide walks through what actually transfers, how the default changes by country, and what a Latin America contractor agreement needs to say instead.

{{recruiting-embed}}

Why a US Work-For-Hire Clause Does Not Automatically Settle Contractor IP

Under the US Copyright Office, Circular 30: Works Made for Hire, employee-created works can qualify when created within the scope of employment. For independent contractors, however, a commissioned work must fit one of nine statutory categories and the parties must sign a written work-made-for-hire agreement. 

A company reviewing a work for hire independent contractor arrangement should therefore avoid assuming that the label alone transfers software rights.

Latin America does not have that doctrine. Not a weaker version of it, not a slower one. It is simply not part of how copyright law works in Mexico, Brazil, Colombia, Argentina, or Chile. Every one of these countries starts from the same premise, rooted in a legal tradition that treats authorship as a personal right: the person who wrote the code is its author, and authorship carries protections a contract alone cannot erase. 

That does not mean every country defaults against the company. Mexico and Brazil, for software specifically, already assign ownership to whoever commissioned the work, absent an agreement otherwise. Chile splits the answer depending on whether the person is an employee or a contractor. Colombia is genuinely disputed among practitioners. Argentina leans toward the company, but it is difficult to enforce without paper. None of these defaults is a foundation to build a company on. Each is a starting point a written assignment needs to improve on. 

None of this is legal advice. It's the pattern any company hiring across multiple Latin American countries needs to know exists, so the right question gets asked of the right local counsel before a contract is signed, not after.

Two kinds of rights, and only one of them is for sale.

Across the jurisdictions covered here, copyright law separates economic rights from moral rights, but the scope, transfer rules, and available contractual treatment are country-specific.

The distinction every Latin American contractor agreement has to respect.

‍Source: Berne Convention, Article 6bis (page 13), as implemented in the national copyright statutes of Mexico, Brazil, Colombia, Argentina, and Chile.

Confidence: treaty-level principle, confirmed consistently across each country's domestic statute; exact wording of moral rights differs slightly by country. 

What a Latin America Contractor Agreement Needs Before the First Commit

Whichever default applies, a written IP assignment agreement or assignment clause reduces ambiguity and gives diligence counsel a clearer chain of title. Ask local counsel to make sure it covers the following points rather than relying on a generic U.S. template.

1. Name the specific work product being assigned, not just the phrase "work made for hire." A clause built entirely around US terminology imports a concept a local court may not recognize. Describe what's being created and assigned in plain terms: source code, documentation, designs, and any derivative work.

2. Address moral rights in a jurisdiction-specific way. Do not assume a blanket waiver is enforceable; ask counsel what consent, attribution, or non-assert language is permitted locally. 

3. Cover the gap between the start date and the signature date. Contractors often start writing code before the paperwork is finalized. The assignment clause needs to explicitly cover work created from the start of the engagement, not only work created after the document is signed.

4. Set a governing law and enforcement path that matches where enforcement would actually happen. A US governing-law clause is fine for a US dispute, but if the company ever needs to prove ownership to a local court, a version that holds up under the contractor's own country's law matters more than which law looks cleanest on paper.

5. Separate company work product from background IP and third-party components. Identify any pre-existing libraries, tools, frameworks, open-source packages, or contractor-owned materials that will remain outside the assignment, and state what license the company receives to use them with the delivered product. 

6. Re-paper the relationship when it changes. A contractor who moves from part-time to full-time, starts managing other engineers, or shifts from a side project to the company's core product should get a refreshed assignment, because the assumptions the original agreement was signed under have changed.

If the engagement model itself is changing, use Lupa's Employer of record vs. staffing agency guide to separate the hiring-model decision from the country-specific IP language that legal counsel still needs to review. 

Software Copyright Ownership: Who Owns the Code by Default, Country by Country

Latin America is not one intellectual property regime any more than it is one labor market or one salary band. The default rule, the one that applies if nothing is signed, changes by country, and the differences matter here as much as anywhere else in a Latin America hiring decision.

The table below focuses on what the statute does when there is no separate, explicit IP assignment clause. Some presumptions still depend on having a written service or commissioning contract, so “no assignment clause” is not the same as “no contract at all.” 

‍Source: Per-country statute and case-law citations appear in the Source column above. 

Confidence: Statute-level for Mexico, Brazil, and Chile; directional for Argentina; genuinely disputed among practitioners for Colombia; verify current interpretation with counsel licensed in each country before relying on any default.

For a broader hiring context in the three countries most discussed above, see How to hire in Mexico, How to hire in Brazil, and How to hire in Colombia. 

Where This Actually Goes Wrong

A composite scenario, built from the kind of gap that shows up repeatedly in Latin American engineering hires: a US-incorporated startup engages a contractor in Brazil through a template its lawyer wrote for domestic US hires. The template says the work is "made for hire." The contractor builds the company's core product for eight months. 

When the company raises its next round, diligence counsel asks for the IP assignment chain and flags that Brazilian law doesn't recognize "work made for hire" as a legal mechanism and that the template never actually names the specific work being assigned, only the borrowed phrase. The fix, at that point, costs a signature, a translated addendum, and several weeks of delay during a fundraising process where weeks matter.

The same gap shows up at a smaller scale constantly. A company hires one contractor in Mexico, gets comfortable, and scales to five without ever revisiting the original agreement, on the assumption that Mexico's default rule covers everyone equally. It doesn't automatically extend to a contractor whose actual engagement letter never clearly established the commission, which is exactly the kind of ambiguity Mexican law resolves in the author's favor. 

If you are building an engineering or product team across Latin America, Lupa's Staffing support can help structure the hiring process while your counsel finalizes country-specific IP terms.

{{consultation-embed}}

Frequently Asked Questions

Does work-for-hire exist in Latin America the way it does in the US?

No. Latin American countries do not apply the U.S. work-for-hire doctrine in the same way. Instead, each country has its own rules for commissioned work, employment, service contracts, and software ownership. A work for hire independent contractor clause should therefore not replace a locally valid written IP assignment.

Who owns code written by a contractor in Colombia if there's no written agreement?

Under Article 20 of Colombia’s Law 23 of 1982, the author initially holds the rights. Economic rights may be presumed transferred to the commissioning party when the service or employment contract is in writing. Without a written contract, that presumption does not apply in the same way, so ownership should be documented explicitly.

Does Mexico really work differently from the rest of Latin America?

Partly. Mexico generally assigns economic rights in commissioned work to the commissioning party when the commission is clearly established. Brazil has a similar rule for software, while Chile, Argentina, and Colombia apply different conditions. Each country should therefore be reviewed separately rather than applying one Latin America-wide rule.

Can a company make a contractor waive moral rights entirely?

No, not in any Latin American jurisdiction covered here. Moral rights, the right to be identified as the author and to object to damaging changes, stay with the individual programmer regardless of what the contract says. A workable contract acknowledges this instead of trying to waive it, and focuses the actual assignment on economic rights, which can be transferred.

Does this apply to patents and trade secrets too, or just code?

This guide focuses specifically on software copyright ownership. Patents, trademarks, and trade secrets follow separate legal frameworks in each country, with their own rules for what an employer or client can claim by default. Review those separately with local counsel if the work involves a patentable invention or a proprietary process, not just code.

When should a company redo its IP assignment paperwork with an existing contractor?

Before any material change in the relationship: moving from part-time to full-time, taking on management of other engineers, shifting from a side project to the company's core product, or ahead of a fundraising round or acquisition where diligence will ask for the assignment chain directly.

How does Lupa help companies get this right?

Lupa builds IP assignment into the hiring process and flags country-specific ownership issues for a company’s legal counsel to review before work begins. Lupa is not a law firm, so final contract terms and local-law requirements should be confirmed with qualified counsel.