Who owns the work your contractors produced?

The assumption is reasonable and it is wrong. You engaged a contractor, you described what you wanted, you paid the invoice, and the work is now in your product. Most people would say you own it.

Ownership of what a contractor produces passes to the business that paid for it only if something in writing says it does. Absent that, the position is generally the opposite of what everyone assumed, and the assumption holds right up until somebody with a reason to check actually checks.

Where it surfaces

Almost always in due diligence, and almost always in section eight of the data room.

A buyer asks who owns the code, the designs, the drawings or the photography. Somebody goes looking for the contractor agreements. Between a third and all of them turn out to be a purchase order, an email confirming a rate, or nothing at all.

This is a bad moment to discover it for a specific reason: fixing it needs the contractor's cooperation, and their willingness is inversely proportional to your urgency. A contractor asked to sign an assignment two years after a project, with no transaction in sight, will usually sign it. The same contractor asked during a transaction, when the buyer's timetable is public, is in a different negotiation.

The audit is finite

This is not an open-ended investigation. For most businesses it is a few hours of work and it produces a definite answer.

Start from accounts payable, not from memory. This is the single most important step and the one people get wrong. An org chart or a manager's recollection will produce the contractors somebody remembers. Accounts payable produces all of them, including the ones engaged for three weeks in 2022 whose work is still in the product.

Export the payment records for the period, filter to individuals and service companies, and that is your list.

Find whatever paperwork exists. Per contractor: an engagement document, a statement of work, a purchase order, an email setting terms, or nothing. Record which. "Nothing" is the most common entry in most businesses and it is a finding rather than a failure.

Record what each one actually produced, from whoever managed them rather than from the contractor. What was made, whether it is still in use, and whether replacing it would be significant work. That last question is what tells you which gaps matter.

Order the gaps by materiality of the work, not by size of payment. A contractor paid four thousand dollars for the thing your product is built on matters more than one paid forty thousand for a project that was abandoned.

What the register cannot tell you

Whether a document that mentions intellectual property actually assigns anything is a question about legal effect, and it is not a question a register answers. Record that the document addresses assignment; do not record that it works.

The distinction sounds pedantic and is not. A clause that says a contractor "grants all rights" may or may not do what the business assumed, and businesses have discovered the difference at exactly the wrong moment. What the register does is make that a short, specific question for your own external adviser (here are the four documents that mention it, do they do the job) rather than an open-ended review of every engagement you have ever run.

Do not contact anybody yet

The instinct on finding a gap is to email the contractor and ask them to sign something. Resist it until the business has decided, on advice, what it wants and how to ask.

An approach made badly converts a quiet gap into an active negotiation with somebody who now knows they have leverage. It is also the kind of email that gets forwarded.

When to do it

Two triggers.

The first is any prospect of a transaction, not when one starts, but when one becomes plausible. Twelve months of lead time turns this from a negotiation into an administrative task.

The second is simply the passage of people. Every year, more of the contractors are harder to find, and the managers who knew what each produced move on. The register is cheapest to build while the knowledge is still in the building.