You own them only if a signed contract assigns them to you and the files are actually delivered. US law does not give a client ownership of contractor-made schematics, layouts or firmware by default. Ask for a written assignment that takes effect at each paid milestone, a named list of source files per milestone, and written ownership of tooling.
Why isn't ownership automatic when you pay for the work?
Many founders assume that paying for a design means owning it. Under US law, that is often wrong.
- Copyright. Firmware and design documents are protected by copyright from the moment they are written, and the author owns them. Under 17 U.S.C. § 101, work made by an independent contractor counts as "work made for hire" only in nine listed categories, with a signed agreement. Firmware, schematics and PCB layouts generally do not fit. A transfer of copyright has to be in a signed writing (17 U.S.C. § 204).
- Patents. Inventions belong to the inventors until assigned, and patent assignments must also be in writing (35 U.S.C. § 261).
- Trade secrets and know-how. These are protected by keeping them confidential, which means the NDA and the contract need to cover who may use them and how.
Then there is a second layer. If the engineers who did the work are employed by a company in China, their output first belongs to that employer under local law. A US contract with a sales agent does not reach that far. The chain has to run from the engineer to the employer to the contracting entity to you, with each link in writing.
What are the common ownership models?
| Model | ODM platform | Assign at the end | Assign at every paid gate |
|---|---|---|---|
| Who owns the design | The ODM. You license or buy a variant of its platform. | You, after final payment. | You, for each gate's work once that gate is paid. |
| Source files you hold | Usually none. Sometimes Gerbers for the custom board only. | Delivered at project close. | Delivered at every gate. |
| If the project stops halfway | You hold nothing you can build from. | You may hold nothing, depending on the termination clause. | You hold everything up to the last paid gate. |
| Moving to another factory | Effectively a redesign. | Possible once the project is complete. | Possible at any gate. |
| Typical fit | Lowest NRE when an existing product is close enough. | Design firms with a single delivery. | Staged projects where you may change course. |
The ODM platform model is not wrong. If an existing tracker or recorder does what you need, licensing it can be the cheapest route. Just know that the firmware, the protocol and often the cloud stay with the ODM. Switching later means starting over.
Which files should you actually receive?
An assignment clause is only as useful as the files behind it. A vague promise of "design files" can end in a folder of PDFs and Gerbers that no one can edit. Ask for a named list. For a connected device, it should include:
- Electrical: native schematic and PCB layout projects (Altium, KiCad or similar), Gerbers or ODB++, drill files, pick-and-place, stack-up and impedance notes, and a BOM with manufacturer part numbers and approved alternates.
- Firmware: the full repository with history, build instructions, toolchain versions, bootloader and provisioning scripts, and the OTA update process.
- App and backend: if the developer builds your companion app or cloud backend, the full repositories and deployment scripts, with everything running in your own cloud account.
- Mechanical: native CAD plus STEP files, 2D drawings with tolerances, and mold and tooling drawings.
- Test and production: fixture designs, production test procedure and scripts, calibration data, and yield records.
- Compliance: test reports, certification filings and grants in your company's name.
- Software supply chain: an SBOM listing every third-party component, version and license.
For a full checklist with verification steps, see what should be in the SBOM and source-file handover.
What should the contract say?
We are engineers, not your lawyer, and you should have counsel review any development agreement. These are the clauses we would look for as a client:
- Present assignment. Wording such as "hereby assigns" for deliverables, effective on payment of each milestone. "Agrees to assign" creates a promise to transfer later, which is weaker.
- Deliverables list per milestone. Native source formats, named, so "delivered" has a testable meaning.
- Background IP and third-party code. Pre-existing tools, libraries and components are listed, with the license you receive for them.
- The chain of title. The contracting entity confirms that its engineers and subcontractors have assigned their work to it, so it can assign to you.
- Tooling ownership. Molds, fixtures and stencils you paid for are yours, labeled, and released to a factory you name.
- Certification in your name. FCC grants and carrier certifications filed with your company as the responsible party where possible.
- Confidentiality and non-use. Your design may not be reused for other customers or sold as a product.
- Governing law and venue. Law and a forum where you can realistically enforce the contract.
What about patents and design filings in China?
Ownership of files is one question. Registered rights are another. China grants utility model patents and design patents without a substantive examination, so they can be filed quickly and cheaply. A supplier or a third party who sees your design early can file on it in China before you do. That will not stop you from selling in the US, but it can complicate manufacturing or selling in China.
Practical steps:
- Decide early whether you need patent or design protection in China, and file before samples circulate widely.
- Have the contract say that any filing on your project's inventions belongs to you, and that the developer will help you record it.
- Share full designs on a need-to-know basis. A board assembler needs Gerbers and a BOM, not your firmware or your enclosure CAD.
- Use an NNN agreement written for Chinese enforcement with any factory you deal with directly.
Why does a US contracting entity matter?
A contract is worth what you can enforce. When the signing party is a US company, governed by US law, you can bring a claim in a forum you know and against assets in the US. When the only counterparty is a factory in China, enforcement runs through Chinese courts or arbitration, and an agreement written for a US court may not hold up there. That is why sourcing guides often recommend an NNN (non-disclosure, non-use, non-circumvention) agreement drafted for Chinese enforcement when you deal with factories directly.
A US entity also has to stand behind the chain of title. If it signs that it owns the work and assigns it to you, it carries the liability if that turns out to be false.
How does Duobay handle ownership?
You sign with Aximora Labs Inc., a US company, under US law. Designs, firmware and documents made for your project are assigned to you when each gate is paid, and the source files for that gate are handed over at the same time. If you add our optional app and backend build, that source is yours on the same terms, and it runs in your cloud account. Our contract includes a chain-of-title commitment: Aximora Labs Inc. confirms that work by our Shenzhen engineering team is assigned to it in writing, so it can assign that work to you. Molds and fixtures you paid for are labeled with your name, and certification grants are issued in your name.
Each gate lists what you own at the end of it:
| Gate | What you own | If you stop here |
|---|---|---|
| Gate 0 · Feasibility | The architecture, BOM estimate and certification plan, yours to take anywhere. | Stop here and keep every document. Fee is credited if you continue. |
| Gate 1 · Works-like prototype | Schematics, layout source and firmware source for the prototype. | Stop and keep the units and all source files. |
| Gate 2 · EVT · first custom PCB | Every electrical, mechanical and firmware file for the EVT design. | Stop and take the full design package to any factory. |
| Gate 3 · DVT / PVT · small batch | Molds and fixtures you paid for, labeled with your name. Certification grants in your name. | Move production to a factory of your choice with molds, fixtures and test procedures. |
| Gate 4 · Mass production | Everything above, plus lot-level quality records. | Transfer to another manufacturer with a documented handover. |
Read the full IP ownership terms and the engagement terms, or see how gates work in how it works. If you are weighing a direct factory relationship, our comparison page covers when that is the better fit. Formal certification during DVT / PVT · small batch follows the same rule: reports and grants go in your company's name.
This article is general information, not legal advice. Have a US attorney review any development or manufacturing agreement before you sign it.
Questions about IP and source files
Is "work made for hire" language enough on its own?
Usually not for a hardware project. Under US copyright law, work by an outside contractor is a work made for hire only in a short list of categories, and firmware, schematics and layouts are generally not among them. You need an express written assignment as well.
Do I own the module firmware, vendor SDKs and open-source libraries in my device?
No. Third-party code stays with its owners and comes to you under its license. What you should get is the right to use it in your product, plus an SBOM that lists every component, version and license so you can check your obligations.
Who owns the molds?
Whoever the contract says, which is why it needs to say it. Molds and fixtures you paid for should be named as yours, labeled with your company name, and releasable to any factory you choose.
What happens to my files if I stop after a gate?
With Duobay you keep everything delivered up to that gate, and the IP for paid work is already assigned to you. For example, stopping after EVT · first custom PCB leaves you with the full design package to take to any factory. See what each gate delivers.
Can we see the contract terms before a call?
Yes. The engagement terms summarize the contract with Aximora Labs Inc.. The mutual NDA is sent on request; see templates.
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