Who Owns Your Startup's Source Code?

In Nepal, the person who writes source code usually owns copyright first, unless employment terms or a written assignment transfer it. The Copyright Act 2059 governs software copyright, while the Patent, Design and Trademark Act 1965 governs brand registration at the Department of Industry (DoI), usually taking 12–14 months when unopposed.

Key Takeaways

Source code ownership Nepal depends on who created the software and what the parties agreed in writing. Copyright protects the code automatically, while the DoI registers app names and logos under the Patent, Design and Trademark Act 1965. A trademark registration normally takes 12–14 months if nobody opposes it.

• Copyright and trademarks protect different assets: code is copyright; the product name and logo are trademarks.
• Employees and founders should have written IP terms confirming that code created for the startup belongs to the company.
• Freelancers do not automatically transfer copyright merely because the startup paid their invoice.
• Nepal is first-to-file for trademarks: the first valid DoI application has a major advantage over later filers.
• Software brands commonly need NICE Class 9, Class 42, or both, with one separate application for each class.
• A registered trademark lasts seven years and can be renewed in further seven-year periods.

Who owns startup source code under Nepali law?

Under the Copyright Act 2059, copyright in computer software begins with its creator, subject to employment and contractual arrangements. Your startup should confirm ownership before fundraising, sale, or launch because the Department of Industry does not decide software copyright title when it examines a trademark application.

Computer programs are generally treated as protected creative works. Copyright covers the particular expression of the code: the source files, object code, original written material, and other qualifying original software content. It does not give you ownership of a broad idea such as “a food-delivery app” or “a digital wallet concept.”

The practical question is not only who committed code to Git. It is who had the legal right to create it, whether it was created within employment duties, and whether the creator signed documents transferring the relevant economic rights to the startup.

For a founder coding their own first version, ownership may begin personally. If the company later receives investment or acquires that code, a written assignment to the company can avoid uncertainty. Investors and buyers often ask for a clean chain of title: a clear record showing how each founder, employee, and contractor transferred relevant rights.

Do employees and freelancers own different parts of the codebase?

Employees commonly create software for their employer during assigned work, but freelancers usually retain rights unless a written agreement transfers them. The Copyright Act 2059 and the parties’ contract therefore matter more than job titles. Clear assignments are especially valuable before a startup seeks investment or sells its product.

An employment agreement should say that software, documentation, designs, databases, and improvements created in the course of assigned work belong to the company. It should also cover code created while working remotely, using a personal device, or contributing to a shared repository.

For a freelance developer, agency, intern, or outsourced team, do not assume payment equals transfer. A development agreement should identify the deliverables, state what rights transfer, require delivery of repositories and credentials, and address third-party materials. A separate assignment deed at handover can give additional clarity.

A common mistake we see is a Kathmandu startup paying an agency to build an MVP, then discovering that the repository is under the agency’s account and the contract says nothing about ownership. The startup may have a right to use the product, but that is not always the same as owning and changing the code without restriction.

Why does software copyright not protect your app name?

Copyright protects original code, but it does not register exclusive rights in a software product’s name or logo. Trademark registration Nepal is handled by the DoI under the Patent, Design and Trademark Act 1965. The process includes examination, Industrial Property Bulletin publication, a 90-day opposition period, registration, and a certificate.

Think of a startup called “HimalPay.” Its code may be protected by copyright, yet another business could still attempt to claim a similar brand for related goods or services. That is why software intellectual property needs separate planning for the technical product and its public identity.

Nepal is a first-to-file jurisdiction for trademarks. In practice, the first valid application is critical. Creating code first, registering a company with the Office of the Company Registrar (OCR), reserving a domain, or opening social-media accounts does not replace a DoI trademark application.

Before announcing a new app name, search the official trademark record for conflicting wordmarks. You can start with IP Sewa’s Nepal trademark database search, then obtain a deeper clearance view where a similar mark, spelling, sound, or related service could create risk. A registered mark may use the ® symbol; TM is commonly used as a claim, but it is not proof of DoI registration.

Which NICE classes should a software startup file in Nepal?

Software brands often require NICE Class 9 for downloadable programs and Class 42 for hosted software services. Nepal uses the NICE Classification’s 45 classes, and Sec. 18A requires a separate application for each class. A SaaS business that also offers a mobile app may therefore need more than one filing.

Class 9 usually fits downloadable mobile applications, desktop programs, and other downloadable software. Class 42 commonly fits software as a service (SaaS), platform as a service, cloud-based tools, and software development services.

Other classes may matter. An online marketplace may need Class 35 for business and marketplace services. A communications, chat, streaming, or connectivity product may need Class 38. Use the NICE class finder for Nepal filings to explore descriptions, but have the final goods and services wording reviewed against your real offering and near-term plans.

How do startups register a software trademark in Nepal?

A startup registers a software trademark by filing at the DoI, passing examination, appearing in the Industrial Property Bulletin, completing the 90-day opposition window, and receiving a certificate. Under Sec. 21–24, the DoI can address objections and disputes. An unopposed application typically takes about 12–14 months.

1. Clear the name and logo. Search identical and similar marks in relevant NICE classes before public launch.
2. Select each class. Match the filing to downloadable software, SaaS, marketplace, communication, or other actual services.
3. Prepare the applicant details and mark label. Decide whether the applicant is a founder or the incorporated company.
4. File separate applications at the DoI. One application protects one class in Nepal.
5. Reply during examination if needed. The DoI checks conflicts, distinctiveness, and other registration issues.
6. Wait through publication and opposition. If published in the Industrial Property Bulletin, another party has 90 days to oppose.
7. Complete registration and retain the certificate. Record the registration date and renewal deadline for every class.

What documents should a startup keep for software IP?

A startup should keep signed employment agreements, contractor assignments, repository access records, and trademark filing documents from the DoI. For a company trademark application, the DoI commonly requires applicant authority documents, a mark label, and supporting corporate records. Foreign applicants file directly through a Nepal-based representative.

Keep a dated folder for each product. It should contain founder agreements, employment agreements, contractor scopes, signed assignment deeds, invoices, acceptance records, Git history, design files, open-source component lists, and access credentials. These are not substitutes for legal rights, but they are valuable evidence if ownership is challenged.

For trademark filing, prepare the mark in the form you want registered. A wordmark filing can protect the name in plain text, while a logo filing protects the specific visual design. If both matter, ask whether separate filings are sensible. A company should also check that the applicant name matches the intended owner, not simply the person who filled in the form.

What mistakes put a tech startup’s intellectual property at risk?

The biggest risks are unclear freelancer assignments, unreviewed open-source code, late trademark filing, and filing in the wrong NICE class. The DoI grants trademarks through registration, not by first use, and a registered mark lasts seven years from registration before renewal is required. Early documentation is cheaper than a later ownership dispute.

Open-source software deserves special care. It can be useful and lawful, but its licence terms may require attribution, disclosure, or other conditions. Maintain a component list and check the licence before integrating code into a proprietary product. Do not copy code from a former employer, competitor, or online repository without understanding the permission.

Another error is relying only on OCR company registration. Registering “Everest Ledger Pvt. Ltd.” with the OCR does not automatically give the company trademark rights in “Everest Ledger” for software. The DoI trademark system is separate, and business-name protection is not the same as logo or wordmark registration.

Trademark registration is not legal advice, and a disputed codebase can require a close review of contracts and facts. You can read the official legal resources published through Nepal Law Commission and speak with our team through IP Sewa’s contact channel for help with a filing strategy.

In short: secure a written chain of ownership for the code, control repository access, assess third-party code, and file your software brand early in the relevant NICE classes. Copyright supports the product you build; a DoI trademark registration protects the name customers remember.

People also search for

Startup founders commonly compare ownership, branding, and filing questions before they release a product in Nepal. These related guides explain the connected issues around software copyright, registrable names, company assets, and startup trademark strategy under the DoI system.

• How can a tech startup protect its brand and IP in Nepal?
• Can a company own copyright in Nepal?
• Do you really own your startup logo?
• How do startups choose a registrable brand name in Nepal?
• Does owning a domain name protect a startup brand?
• What are the biggest IP mistakes startups make?

Start by checking your proposed app name in the Nepal trademark database, then use our trademark registration support or contact our team to discuss the right classes, documents, and ownership position for your startup.