Short answer: whoever your contract says does — but the contract has to actually chain correctly from the engineer to you, and a surprising number of outsourcing arrangements don't. This is one area where how you hire matters as much as who you hire. (General guidance below, not a citation of specific Vietnamese statutes or case law — see our compliance & IP page, or our Employer of Record overview, for how AppTuring's own chain works.)
The assignment chain, and where it breaks
For your company to cleanly own what an engineer builds, ownership has to pass through every link without a gap: engineer → legal employer → your company. If any link is missing or weak, you don't own what you think you own.
- Loose contractor agreements. A freelancer relationship with a thin or boilerplate IP clause can leave ownership ambiguous — in many jurisdictions, work created by an independent contractor doesn't automatically transfer to the hiring company the way an employee's work does, unless the assignment language is explicit, broad, and properly executed.
- No employer of record at all. With no properly licensed legal employer in the chain, there's no clean first link to begin with.
- An assignment clause that's too narrow. Even with an employee or a well-drafted contractor agreement, a clause limited to “work performed during specified project hours” can leave gaps around after-hours fixes or anything touching company systems outside a narrow project definition.
What to check in any EOR's contract
Evaluating any EOR provider, not just AppTuring — these are the specific things worth seeing in writing, not just hearing described:
- Automatic assignment. IP should transfer upon creation, not “upon request” or “upon payment,” which creates a window where ownership is unclear.
- Scope tied to the work, not the clock. Coverage for anything related to your business using your systems or confidential information — not narrowly limited to working hours.
- Survives termination. Irrevocable, and it shouldn't need the engineer's cooperation after they leave to confirm what you own.
- A real chain, not a single link. Ask specifically how IP passes from the engineer to the EOR's local entity to you — “back-to-back assignment” is the term for this.
- Pre-existing IP carve-out, explicitly. A clause should distinguish prior work and open-source contributions from IP created for you.
NDAs and trade secrets: enforceable, not just signed
A signed NDA isn't the same as an enforceable one. What makes the difference: clear definitions of what counts as confidential (vague “all information” clauses are weaker than specific categories), survival past termination, and consistency across both jurisdictions involved.
The misclassification risk, and why it's an IP problem too
Misclassifying an employee as a contractor to cut costs is usually framed as a tax and labor-law risk — true, but it's an IP risk too: the weaker ownership assumptions around contractor work product apply here as well. A misclassification problem doesn't just risk a fine; it can retroactively put a question mark over who owns the code built during the misclassified period.
This guide is for general information only and isn't legal, tax, or accounting advice. For a specific hiring situation, talk to a lawyer licensed in the relevant jurisdiction(s).