October 15, 2026

Intellectual Property in Employment in Ukraine

In Ukraine, the allocation of rights in intellectual property created by an employee, contractor or gig specialist depends on the type of intellectual property and the form of engagement. Different rules govern works created in the course of employment, inventions, industrial designs and databases, as well as works commissioned or created under a gig contract. Employers and customers should therefore define the relevant employment or contractual duties, notification procedures, remuneration and documents evidencing ownership of the rights in advance.

This article is intended for managers of Ukrainian and international IT companies, employers, HR teams and lawyers responsible for documenting rights in work results produced by employees, individual entrepreneurs and gig specialists. The rules described should also be considered during legal due diligence before an investment transaction.

1. Allocation of intellectual property rights

2. Economic rights in works created in the course of employment

3. Rights in software and databases

4. Employee inventions, utility models and industrial designs

5. Rights in commissioned works

6. Rights in work created under Diia City gig contracts

7. Agreements restricting competition in Diia City

8. Trade secrets and confidential information

9. Intellectual property in the employment agreement

10. Handover of work results when employment ends

11. Intellectual property checklist for employers

Frequently Asked Questions

How DLF can help

1. Allocation of intellectual property rights

Ukrainian law does not treat all rights in work created during working hours as belonging to the employer. The allocation of rights depends on the type of intellectual property and the legal basis of the relationship: an employment agreement, a commissioning agreement or a gig contract.

IP object	Allocation and acquisition of rights	Action by the employer or customer
Copyright works created in the course of employment, including texts, illustrations, software and original databases	Economic rights pass to the employer upon creation, unless the law or an agreement provides otherwise	Establish that the work falls within job duties; agree on author’s remuneration
Database maker’s sui generis right	Database maker; the employer if it qualifies as the maker	Confirm a substantial contribution to obtaining, verifying or presenting the contents; agree on the allocation of rights
Employee invention or utility model	The employer has the right to register unless an agreement provides otherwise; failure to follow the statutory procedure transfers the right to register to the inventor or successor	Comply with the procedure and conclude a written remuneration agreement within 4 months
Industrial design created in the course of employment	The employer has the right to register unless the employment agreement provides otherwise; if the employer fails to file an application within four months, the right to register passes to the designer	File within 4 months; conclude a written agreement on the amount and payment terms of remuneration
Trade secret	Person who lawfully designated the information as a trade secret, unless agreed otherwise	Document protective measures; record non-disclosure obligations in internal work rules and the agreement
Work commissioned from a contractor, including an individual entrepreneur (FOP)	Economic rights pass to the customer upon creation unless the agreement provides otherwise; a separate exception applies to works of visual art	Conclude a commissioning agreement; clearly define the author’s remuneration
Diia City gig specialist	Economic rights belong to the Diia City resident by default; the resident acquires rights in copyright works immediately after they are created	Conclude a gig contract; no separate assignment is required for the statutory transfer of economic rights in copyright works

Moral rights in copyright works remain with the author and cannot be transferred. The inventor and the designer each hold a personal right of authorship that cannot be transferred and is protected indefinitely.

2. Economic rights in works created in the course of employment

Under the Law of Ukraine “On Copyright and Related Rights”, a work created by an employee in connection with duties under an employment agreement or contract is a work created in the course of employment. Two elements are therefore required: an employment relationship between the parties and a connection between the work and the employee’s duties. Commissioning agreements and gig contracts are subject to different legal regimes.

Where both elements are present, economic rights pass to the employer in full upon creation by default. The law, the employment agreement or a separate agreement may provide for a different allocation.

Creating a work outside the employee’s duties does not automatically transfer economic rights to the employer. The fact that the work was created during working hours or with the employer’s equipment does not, by itself, change that conclusion. The agreement should therefore define clearly the types of work the employee is required to create as part of the job.

Author’s remuneration for works created in the course of employment

An employee-author is entitled to remuneration when economic rights in a work created in the course of employment have passed to the employer. That remuneration may be included in salary only if both of the following conditions are met:

1. the employment agreement or job description expressly includes the creation of works of the relevant type among the employee’s duties;
2. the parties have agreed that the author’s remuneration is included in salary.

If either condition is missing, the employee retains the right to claim separate remuneration in addition to salary.

3. Rights in software and databases

Original computer programs are protected by copyright. Economic rights in code created within the employee’s duties pass to the employer upon creation by default.

For databases, copyright must be distinguished from the database maker’s right.

• A database is protected by copyright if the selection or arrangement of its contents results from creative activity. If the database is created in the course of employment, economic rights pass to the employer under the rules described in section 2.
• The database maker’s sui generis right is granted where the maker has made a contribution that is qualitatively and/or quantitatively substantial to obtaining, verifying or presenting the contents. The sui generis right belongs to the database maker; employer status alone does not determine who qualifies as the maker.

Teams whose core product is a database should document the contribution to its creation and agree on ownership and any transfer of the maker’s right. This helps substantiate the company’s rights in light of how the work was organised and financed.

4. Employee inventions, utility models and industrial designs

The Law of Ukraine “On the Protection of Rights to Inventions and Utility Models” gives the employer the right to register an employee invention or utility model through the prescribed procedure. Industrial designs are governed by separate rules under the Law of Ukraine “On the Protection of Rights to Industrial Designs”. The allocation of economic rights also requires consideration of the Civil Code’s general rule on joint ownership by the employee and employer, unless the Code or an agreement provides otherwise.

For inventions and utility models, the rules for employee inventions cover creation in connection with an employer’s written assignment and/or the relevant job duties, unless the employment agreement provides otherwise. Creation using the employer’s experience, production know-how, manufacturing secrets and equipment is a separate basis for that classification. For an industrial design, the relevant connection is with job duties or an employer’s assignment.

Written notice to the employer and four months for action

The four-month period begins on the date the employer receives a proper written notice. A notice of an employee invention or utility model must include a description disclosing the subject matter sufficiently clearly and fully; a notice of an industrial design must be accompanied by materials that disclose the design sufficiently clearly and fully. Within that period, the employer must meet the procedural requirements applicable to the object:

Object	Employer’s options	Consequence of failure to comply within 4 months
Employee invention or utility model	(a) File an application with the National Intellectual Property Authority; (b) transfer the right to register to another person; or (c) decide to preserve the object as confidential information. If the object is not used, such preservation may not exceed 4 years. If that period is exceeded, the right to obtain a patent passes to the inventor or successor.	Failure to meet the procedural requirements, including the written remuneration agreement requirement, transfers the right to register to the inventor or successor. The employer retains a preferential right to acquire a licence.
Industrial design created in the course of employment	File an application with the National Intellectual Property Authority within four months	The right to register passes to the designer

The law provides separate protection for unregistered industrial designs.

Written remuneration agreement

For an employee invention or utility model, the employer must conclude a written agreement with the inventor within the same four-month period, specifying the amount and payment terms of remuneration. It must reflect the object’s economic value and/or other benefit the employer may obtain.

A written remuneration agreement is also required for an industrial design created in the course of employment, reflecting its economic value and other benefit obtained by the employer. The law does not set a separate deadline for this agreement.

The inventor and the author of an industrial design each hold an inalienable personal right of authorship that is protected indefinitely and cannot pass to the employer.

5. Rights in commissioned works

Different rules apply when a copyright work is created by a contractor, including an individual entrepreneur (FOP), under a civil-law commissioning agreement rather than an employment agreement.

Economic rights in a commissioned work pass to the customer in full upon creation by default, unless the agreement provides otherwise. The transfer occurs by operation of law, so neither a separate assignment nor a specific intellectual property clause is required for that purpose. Agreements concerning the disposal of those rights must be in writing, including electronic form, and comply with the requirements concerning identification of the work, the scope of rights and the fee.

If a work of visual art is commissioned, economic rights remain with the author unless the agreement or law provides otherwise. This exception does not apply when the work was specifically created as a component of a computer program: rights then pass to the customer under the general rule.

When economic rights pass to the customer, the author is entitled to remuneration, which may be included in a single fee for creating the work and transferring the rights or specified separately. The agreement should state clearly what the remuneration covers, its amount or method of calculation, and the payment procedure.

6. Rights in work created under Diia City gig contracts

Under the Law of Ukraine “On Stimulating the Development of the Digital Economy in Ukraine”, specific intellectual property rules apply to Diia City gig contracts. Economic rights in an object created in connection with performance of the gig contract belong to the Diia City resident by default, unless the gig contract provides otherwise. For copyright works, the resident acquires those rights immediately after the work is created, unless the gig contract establishes a different rule, while the gig specialist retains moral rights.

Employees of a Diia City resident are subject to the general rules for copyright works created in the course of employment. Contractors, including FOPs, working under commissioning agreements are subject to the rules for commissioned works.

7. Agreements restricting competition in Diia City

The non-compete regime applies to specialists as defined by the statute: employees, gig specialists and individuals, including FOP contractors, engaged by a Diia City resident under other agreements to perform work or provide services.

For a non-compete agreement to be valid, the law imposes two general requirements:

• the agreement must be made in writing;
• the agreement must provide remuneration to the specialist.

The agreement must also contain four essential terms:

• specify a term for the obligation ending no later than 12 months after the relationship ends;
• define the geographic scope of the obligation;
• contain an exhaustive list of competing activities and/or persons engaged in those activities;
• specify the financial or other material benefits the specialist receives in return for refraining from competing activities.

Failure to comply with the written-form or remuneration requirements makes the agreement void. Without the other essential terms, the agreement may be held not to have been concluded. Refusal to sign cannot justify dismissal or termination of a gig contract.

Outside Diia City, there is no equivalent special regime for employment relationships. Employment terms that worsen the employee’s position compared with labour legislation are invalid. Restrictions on future employment or professional activity therefore require assessment in light of freedom to choose one’s work, the wording of the particular clause and applicable case law.

8. Trade secrets and confidential information

A trade secret is not the same as any information a company labels confidential. Under the Civil Code of Ukraine, information must meet three criteria simultaneously to receive trade secret protection:

• as a whole or in the relevant combination of its components, it is not known or readily accessible to persons who ordinarily deal with that type of information;
• it has commercial value precisely because it is secret;
• the person lawfully controlling it takes protective measures adequate in the circumstances.

Trade secret rights arise without registration. No fixed term applies: the rights subsist for as long as all three criteria are met and end as soon as any one of them fails.

Dismissal for breach of confidentiality conduct rules

The Labour Code of Ukraine provides a ground for dismissal for failure to comply with conduct rules on non-disclosure of restricted-access information and handling confidential information. Those rules must form part of the internal work rules. The breach must be properly established, and the employee must have been informed of the relevant duties. The employer must also comply with the applicable procedural requirements and deadlines for dismissal.

A non-disclosure obligation should be included in the employment agreement to strengthen the evidentiary basis. The relevant conduct rules are mandatory for enterprises, institutions and organisations strategically important to the economy and national security and/or critical infrastructure facilities or operators.

Employers should identify the protected information, control access to it and document protective measures. For a Diia City non-disclosure agreement, the duration of the obligation and the definition of the information covered are essential terms.

9. Intellectual property in the employment agreement

Within the limits set by law, an employment agreement helps regulate the allocation of rights, remuneration and the parties’ obligations.

Copyright works and software

• a list of the types of IP objects the employee is required to create within job duties;
• a clause including the author’s remuneration in salary, or a separate procedure for determining it;
• a procedure for documenting work results, including reporting, repository access and version control.

Inventions, utility models and industrial designs

• a procedure for written notification of an employee invention, utility model or industrial design, with an adequate description or materials, and an agreed notification deadline;
• a commitment to assist with registration by signing applications and providing documentation;
• the amount and payment terms of remuneration, taking into account the criteria of the relevant special law.

Confidential information and trade secrets

• a clear definition of what counts as confidential information within the organisation;
• a non-disclosure obligation as a standalone contractual clause;
• a list of the protective measures the employee is required to observe.

Components supplied by third parties

• a procedure for checking whether open-source licences are compatible with the intended use and obtaining internal approval for lawful use;
• a duty to disclose third-party components and document lawful use of them.

Termination of employment

• a procedure for returning media and deleting copies of confidential information;
• handover of corporate accounts, repositories and system access credentials;
• arrangements for further assistance with registration under a separate agreement if a patent or design application is still pending.

10. Handover of work results when employment ends

Termination of employment does not deprive the employer of economic rights duly acquired in works created in the course of employment, although organisational and contractual issues may remain unresolved. For example, after a key developer leaves, it may become apparent that:

• the company has no access to the source code, credentials or documentation;
• nobody recorded what materials were handed over;
• the remuneration agreement for an employee invention was never signed, and the former employee now brings a claim;
• the non-disclosure agreement does not specify the duration of the obligation after employment ends.

When an employee who creates intellectual property leaves, the employer should document the handover of work results and access credentials, the return of media containing confidential information, and whether ownership and remuneration issues have been resolved. Where justified, the parties may also confirm in writing that neither has outstanding claims against the other.

11. Intellectual property checklist for employers

Employment agreement

• List of IP object types the employee is required to create within job duties
• Clause including the author’s remuneration in salary, or a separate procedure for determining it
• Non-disclosure obligation as a standalone clause, with a definition of confidential information and the protective measures the employee must observe
• Procedure for written notification of potential employee inventions, utility models and industrial designs, including requirements for the description or supporting materials and an agreed notification deadline
• Procedure for documenting work results, including reporting, repository access and version control
• Commitment to assist with registration by signing applications and providing documentation, with separate arrangements for further assistance after employment ends while an application is pending
• Procedure for checking open-source licence compatibility with the intended use and approving use internally, together with a duty to disclose third-party components and document their lawful use
• Procedure for handing over work results, corporate accounts, repositories and system access credentials, and for returning media and deleting copies of confidential information when employment ends

Internal documents

• Conduct rules on non-disclosure and handling confidential information, included in the internal work rules and reflecting the requirements described in section 8
• List of information constituting the organisation’s trade secret
• Register of employee inventions, utility models and industrial designs to track four-month deadlines

Remuneration agreements and competition restrictions

• Written agreements on the amount and payment terms of remuneration covering the relevant employee inventions, utility models and industrial designs
• A written non-compete agreement supported by consideration and containing all essential terms within Diia City; outside that regime, a separate assessment of the restrictions

Rights review before an investment transaction

• Proper written remuneration agreements for employee inventions, utility models and industrial designs, including inventions preserved as confidential information
• Agreements with authors and developers appropriate to the engagement: employment agreement, commissioning agreement or gig contract
• Ownership of the database maker’s right and its relationship with copyright

Frequently Asked Questions

Do all economic IP rights pass to the employer automatically?

No. Economic rights in copyright works created in the course of employment pass upon creation by default, unless the law or an agreement provides otherwise. Employee inventions, utility models and industrial designs are subject to special registration procedures with a four-month period after proper written notification. For inventions and utility models, a written remuneration agreement is also required within that period.

Does salary cover the author’s remuneration?

Only if the employment agreement or job description expressly provides for creating works of the relevant type and the parties have agreed that the author’s remuneration is included in salary. If either condition is missing, the author may claim a separate payment.

What happens to an employee invention if the employer takes no action for four months?

The right to register passes to the inventor or successor. The employer retains a preferential right to acquire a licence to use the invention.

Can an employee agree to a restriction on competition?

Within Diia City, the law expressly permits a written non-compete agreement supported by consideration and containing all essential terms; the obligation must end no later than 12 months after the relationship ends. Outside Diia City, there is no equivalent special regime for employment relationships, and terms that worsen the employee’s position compared with labour legislation are invalid. The validity of a particular restriction requires separate assessment.

How does the contract type affect economic rights and competition restrictions?

For a Diia City gig specialist, the resident acquires economic rights in a copyright work immediately after the work is created by default. For an FOP under a commissioning agreement, rights pass to the customer upon creation, subject to the exception for works of visual art. In both cases, the relevant agreement may provide otherwise.

The non-compete regime depends on the customer’s status and the nature of the engagement. An FOP engaged by a Diia City resident for the activities specified by the law may qualify as a specialist under that statute. Outside such relationships, the special Diia City non-compete regime does not apply.

Does the employer retain rights after the employee leaves?

Yes. Economic rights duly acquired in works created in the course of employment remain with the employer after the author leaves. The handover of code, documentation and access credentials should be recorded.

How DLF can help

DLF helps employers and customers determine ownership of rights in work results, prepare employment, licence and other agreements, arrange remuneration for authors and inventors, and conduct legal due diligence of intellectual property rights and employment arrangements.

Igor Dronov, Counsel — DLF attorneys-at-law

Contact: +380 44 384 24 54, info@dlf.ua.

This material is intended for general information. The application of the approaches described depends on the circumstances of the specific situation and requires a separate legal assessment.