The legal architecture of an incubator: who owns the rights to your work
By default, the rights to code, texts and design belong to the author, that is, you. But when you work through a business incubator, invoices are issued by its legal entity, so keeping the rights with you must be explicitly set out in the contract.
This article looks at who owns intellectual property in the umbrella model and how to protect it in the contract. Other services included in an incubator are covered in our overview of business incubator programmes and services.
Who owns the rights to work done through an incubator?
Under Polish law, copyright in a work arises with the author by default. The basis is the Act on Copyright and Related Rights (Ustawa o prawie autorskim i prawach pokrewnych), while inventions are covered by the Industrial Property Law (Prawo własności przemysłowej).
The complication is that the invoice is issued to the client by the incubator, in its own name. If the contract with the incubator says nothing about rights, a grey area formally appears. So the key principle is simple: the rights stay with the author until transferred by contract.
| Who created the work | Who owns the rights by default | What to do |
| You as a resident (freelance) | You, as the author | Add a clause to your contract with the incubator |
| A contractor you hire | The contractor, until they transfer the rights | Put the transfer of rights in their contract |
| An employee in an employment relationship | The employer (for code this is the statutory default) | Check the wording of the employment contract |
Transferring copyright in a contract: what to check
A transfer of copyright only works with a written contract containing an explicit clause. A verbal agreement or a general phrase like "the incubator may use the materials" neither transfers nor protects the rights.
Legally there are two different mechanisms: a licence (the right to use) and a transfer of exclusive rights to the work (a full transfer of economic rights). For a transfer of economic copyright (przeniesienie autorskich praw majątkowych), the law requires written form, otherwise the deal is invalid (art. 53).
Transferring IP rights in Poland has an important detail: the contract must list specific fields of exploitation (pola eksploatacji), i.e. the ways the work may be used (print, internet, adaptation and others). Rights pass only for the listed fields; anything not listed stays with the author.
One more nuance: only economic rights (majątkowe) can be transferred. Moral rights (autorskie prawa osobiste), above all the right to be recognised as the author, are inalienable under Polish law and remain yours even after a full transfer.
Before signing a contract with an incubator, check that:
- The rights to your work stay with you and do not pass to the incubator.
- There are no clauses on joint ownership or an option for a share in your project.
- After leaving the programme there are no restrictions on using your work.
"The most common mistake is a verbal agreement about rights. Under Polish law, a transfer of economic copyright without written form is simply invalid. No written clause means the rights issue is not settled, however convincingly it was promised".
Who is liable under the contracts: the incubator or you?
In your commercial contracts with clients the incubator is normally not a party: it is not liable for your obligations and does not cover your debts. The incubator's support is a resource, not a legal shield.
What the incubator does take on is issuing the invoice from its legal entity and the related reporting. There is a nuance with foreign clients: under VAT reverse charge, responsibility for a correct invoice is shared, so ask how the incubator handles international invoices. It's like renting a car: the car isn't yours, but you answer for your own driving.
NDA and trade secrets: how to protect your work
An idea, code or business model is protected only with a signed non-disclosure agreement (NDA). Inside an incubator you share your work with different people, and without an NDA proving a breach is almost impossible.
Basic protection of trade secrets (tajemnica przedsiębiorstwa) includes:
- NDAs with contractors, partners and outsourced developers;
- marking confidential materials and restricting access to them;
- recording authorship and creation dates of key files.
For example, a designer handed source files to an agency without an NDA or a rights clause, and later saw his layouts in someone else's project under a different name. He managed to prove authorship, but lost months and nerves. One paragraph in the contract would have removed the problem upfront.
Getting rights from contractors and your team
If you hire developers or designers, the rights to their work do not pass to you automatically. For code and design you need an explicit transfer of economic copyright in their contract, otherwise formally you don't own the result.
A contractor's agreement should include:
- an explicit transfer of economic copyright in the result;
- a list of the works the rights cover;
- the moment the rights pass, usually after payment.
This is critical when you build a product with other people's hands. One founder had an MVP built by a freelancer on a verbal agreement, and when trying to bring in a partner discovered he had no rights to his own code. The transfer had to be signed retroactively, and he was lucky the contractor cooperated.
For creative professions the transfer of rights also matters for taxes: it is what opens access to the 50% KUP deduction, which reduces the taxable base. That's a separate topic, but worth factoring in at the contract stage.
Arrange the transfer of rights from a contractor before work starts, not after. Once the product is ready and worth money, agreeing retroactively is harder and more expensive. A written transfer clause costs zero zlotys, while a dispute over code can cost the whole project.
The legal architecture of an incubator rests on one rule: the rights to your work stay with you if the contract says so explicitly. Check the intellectual property clause before signing, and arrange NDAs and transfers from contractors in advance. You can check the laws at isap.sejm.gov.pl, and the basic business requirements at biznes.gov.pl.
Want to work through an incubator with a transparent contract that keeps the rights to your code and design with you? Łatwy Start puts this in the contract and takes care of invoices and accounting.
Frequently asked questions
Can an incubator take the rights to my code or design?
No, as long as the contract states the rights stay with you. Without such a clause there is uncertainty, so read the contract before signing.
Is written form required to transfer copyright?
Yes. A transfer of economic copyright without a written contract is invalid under Polish law. Verbal agreements do not transfer rights.
Do I own the code written by a hired team?
Only if the contractors' agreements contain an explicit transfer of economic copyright. Without it, formally they own the result, not you.
Can all rights to a work be transferred in full?
Only economic rights (majątkowe) can be transferred, and only for the fields of exploitation listed in the contract. Moral rights, including the right to authorship, cannot be transferred under Polish law and remain yours.
What about the rights to a name and logo?
That's a separate area: a name and logo are protected as a trademark (znak towarowy) through registration with the Patent Office (UPRP), not by copyright.
