Outsourcing, Outstaffing or a Dedicated Team in Armenia or Georgia: How a Founder from Kazakhstan Gets the Rights to the Code

A firm in Armenia or Georgia that builds your platform holds the rights to the code its employees write until a contract transfers them to your company. That is true of outsourcing, outstaffing and a dedicated team alike, because in each of them the engineers work for the firm. Whether your company owns the platform depends on the wording of the transfer clause and on the moment it takes effect. A firm's claim that it hands over the code is best checked with the engineers of its past clients.

Who owns the code a firm's engineers write?

Kazakhstan, Armenia and Georgia start from the same rule. The economic rights in code that an employee writes as part of the job belong to the employer, unless the contract between them says otherwise. Economic rights are the rights to use a work and to allow or forbid its use by others. The engineer keeps the personal rights, such as the right to be recognised as the author.

In Kazakhstan the rule is Article 14 of the Law on Copyright and Related Rights. Armenia's law of the same name has it in Article 33, and the Law of Georgia on Copyright and Related Rights in Article 16. So the rights to code written by a firm's employees belong to the firm. They pass to your company only when a signed contract transfers them, and only for the uses it names.

Some engineers on a project may be contractors who work for the firm under their own agreements. In Kazakhstan and Armenia the employer rule does not cover them, so the firm needs a written contract that transfers their rights to it.

Georgia's rule for work done to order is different. The rights in a work that an individual creates to order belong to the client who placed the order, here the firm, unless their agreement says otherwise (Articles 16 and 43). That agreement must be in writing (Article 42). Because the law defines an author as a natural person, do not count on that rule when your company orders work from a firm: write the transfer into your contract.

Outsourcing, outstaffing or a dedicated team: what changes in the contract?

The three names describe who directs the engineers, and the article on Eastern Europe and the Caucasus, linked above, explains how to choose on that basis. In the contract, the models differ in which repository holds the code while the work goes on and in when each part of the code becomes yours.

In outsourcing, where the firm delivers an agreed result for you, check whether the contract transfers the rights only after the final payment. If it does and the project stops halfway, you are left without rights to the half that was built, and another firm would need the first firm's permission to continue it. Ask for the rights to each accepted stage to pass when that stage is paid. Record each transfer in an acceptance certificate, a document both sides sign that lists what the stage delivered.

For a brokerage licensed by ARDFM, Kazakhstan's financial market regulator, the certificate has a second use. As the article on launching a brokerage explains, ARDFM's licensing rules ask for the contract for developing your software and the certificate of its handover with the application.

A dedicated team is paid monthly, which lets the rights pass month by month. Each month's code becomes your company's when that month is paid, and the monthly acceptance certificate names the repositories it covers.

In outstaffing the engineers take tasks from your technical lead and save their work in your repository, yet their employer is still the firm, so the rights to their code start with the firm. An outstaffing contract that covers only hours and rates transfers nothing, which makes the transfer clause the first thing to look for in it.

What must the transfer clause say?

This article is not legal advice: have a lawyer read the contract before you sign it.

An exclusive right means that only its holder may use the code or allow others to use it. Kazakhstan's Civil Code applies its rules on licences to a contract that grants someone an exclusive right for a limited time (Article 965(2)). A licence is permission to use the code on its terms while the rights stay with the firm, and under Article 966(2) a licence is non-exclusive unless the contract says otherwise. Read this way, a clause that passes the rights “for the term of this agreement” can leave you with a licence that ends with the contract.

The copyright laws of all three countries also fill the gaps a contract leaves, and they fill them mostly in favour of whoever holds the rights. Rights are non-exclusive unless the contract says otherwise, and uses the contract does not name stay with the holder. If no territory is named, the rights cover only the country whose law applies.

A contract that states no term can be cut short. In Kazakhstan the author, meaning the person who wrote the work, may end such a contract one year after signing by giving three months' written notice. An Armenian licence without a term lasts five years, and in Georgia the holder may cancel such a licence after three years with six months' written notice. The rules are in Articles 31 and 32 of Kazakhstan's law, Articles 39 and 40 of Armenia's and Articles 38 and 40 of Georgia's.

Some of these rules are written for licences, and Kazakhstan's term rule for contracts signed by the author, so whether they apply to your contract with a firm depends on its wording and on the law it names. Write the clause so that it works even if they do apply. In plain terms, the clause should:

• transfer the exclusive rights to your company in full, which lawyers call an assignment, instead of licensing them
• name the uses: copying, running, changing and adapting the code, combining it with other software, publishing it, licensing it to others and transferring the rights again, including to a future owner of your company
• cover the whole world, for as long as copyright lasts
• say when each stage's code passes to you, for example on signing that stage's acceptance certificate
• include the firm's promise, which lawyers call a warranty, that its agreements with its employees and contractors give it every right it transfers to you
• list by name the firm's own reusable components, code it wrote before your project and uses for other clients, and give you a licence to keep using and changing them

For the terms of that last licence, see the article on dedicated teams, linked below.

The articles cited here are those in force on 13 October 2026. On 1 October 2026 Armenia's government approved amendments to its copyright law and Civil Code, which parliament registered on 6 October, and parts of Article 9 of Kazakhstan's copyright law change on 1 January 2027. Ask your lawyer to check the text in force when you sign.

How do we test the handover before the last payment?

Before the final payment, switch off the firm's access to your repository, cloud accounts and servers for a few working days. In that time your own engineer, or one you hire for the purpose, runs the handover test described in the article on hiring engineers or a partner, linked below, without help from the firm. Anything they cannot do without asking the firm is a gap in the handover, and the final payment waits until the firm closes it.

This test comes on top of the rehearsal that article recommends for the middle of the project. It works only if your company already holds those accounts. For what to open in your company's name from the first day, including the accounts with brokers, exchanges and market data vendors, see the article on fintech founders without a CTO, linked above.

How do we check a firm in Armenia or Georgia that says it will “design, build and hand over the code”?

However you found the names, each needs the same check, because a website can promise a handover without showing one.

Ask each firm for two past clients whose own engineers now run the code the firm wrote. Talk to those engineers as well as to the client's founder, and ask them:

• how long it took before their team released a change without the firm's help
• what was missing from the handover, and who added it
• whether the firm still has any access to their repository, cloud accounts or servers
• which of the firm's reusable components are still in the system, and on what terms they use them

Before you discuss price, request the firm's standard transfer clause and a blank acceptance certificate. If the firm cannot name a client who took over its code, ask it for a written description of its last handover and of how the client tested it.

Then check the firm's legal entity in the official register of its country. The article on Eastern Europe and the Caucasus shows how to search the registers of Armenia and Georgia.

Where does amBrain fit?

amBrain has been building software since 2019. It describes how it works with clients in one line: “Three formats: full delivery, a dedicated team, or engineers embedded in your team.” On ownership, its line is: “The client keeps full ownership of the product and the code, except our reusable components.” Ask amBrain for the list of those components by name, as you would ask any other firm.

For a brokerage platform, the relevant line on amBrain's website reads: “Trading terminal development, order management systems, and FIX protocol exchange integration.” FIX is a messaging standard that, in the FIX Trading Community's words, financial institutions use “to communicate trading information electronically”.

This article is not a case study. It names no other firms and does not claim that amBrain has handed over a platform to a client in Kazakhstan. Beyond the ownership line it quotes no amBrain terms, and it gives no prices or timelines.

If amBrain is on your shortlist, send it the same requests for documents as any other firm you consider.

Common questions

• Do we need to register the code with a state body to own it? No. In Kazakhstan, Armenia and Georgia copyright arises when a work is created, without registration (Article 9 of each country's copyright law). What shows that your company owns the code is the signed contract with its acceptance certificates
• If we later put our company under a holding company abroad, what should the contract allow? Permission to transfer the rights again. In Kazakhstan and Armenia, rights received under an author's contract may be passed on to others only if the contract says so directly (Article 32 and Article 40), and Georgia has the same rule for licences (Article 40). Whatever your contract is called, write that permission in, including a transfer to a new owner of the company
• Can the firm reuse our code for another client? Not the code it transferred to you, if the transfer was exclusive. From then on, others need your company's permission to use that code, apart from exceptions the law itself sets (Article 964 of Kazakhstan's Civil Code, Article 39 of Armenia's copyright law). The firm keeps only what the contract leaves it, such as its listed reusable components