Nearly every article about hiring offshore developers is about finding good engineers. Almost none are about the paperwork, which is odd, because the engagements we have watched fail rarely failed on code quality.
They failed because the client did not own the repository. Or the app was published under the agency’s store account. Or nobody had agreed what happens when somebody wants out. Those are contract problems, and they are cheap to prevent and expensive to unwind.
Key Takeaway: Six items decide most of it. Who owns the code and when it transfers, whose store accounts the app publishes under, what overlap hours are committed, what happens on termination, whether the vendor supplies a W-8BEN-E, and who carries liability for a data breach. Get all six written down before any money moves.
Intellectual Property, and When It Actually Transfers
The clause you want assigns every deliverable to your company on a work-for-hire basis, and it should transfer at each invoice rather than at project completion. The difference matters. If assignment happens only at the end, then a dispute halfway through leaves you with no rights to work you have already paid for.
Watch for background IP carve-outs. Some agreements assign the deliverable but retain ownership of frameworks, libraries or tooling the vendor used inside it. That can be reasonable if it is genuinely reusable infrastructure. It becomes a problem when the carve-out is broad enough that you cannot maintain your own app without them.
Ask where the repository lives. It should be an organization your company controls from the first commit, with the vendor added as collaborators. Code sitting in the vendor’s GitHub until handover means you are relying on a handover going smoothly, and the times it matters most are exactly the times it will not.
Store Accounts, Which Nobody Thinks About Until It Is Too Late
This is the item we have seen cause the most damage and the one buyers ask about least.
If your app publishes under an agency’s Apple Developer or Google Play account, then the store listing, every rating and review accumulated, the install base and the ability to ship an update all belong to that agency. Ending the relationship means republishing under a new bundle identifier or package name, from zero reviews, with your existing users stranded on a version nobody can update.
The contract should say the accounts are registered to your company, the vendor is added with the access they need, and that access is removed at handover. On iOS, confirm who holds the signing certificates. On Android, confirm Play App Signing is enabled under your account rather than theirs.
Ask this of every vendor you evaluate. The ones who answer cleanly and immediately have thought about it. The ones who get vague are telling you something.
Overlap Hours, Written as a Number
“Flexible working hours” and “we align with your timezone” mean nothing in a contract. India runs nine and a half to twelve and a half hours ahead of the United States depending on coast and season, so a vendor working standard Indian hours overlaps with US Eastern by approximately zero.
Ask for a committed number of overlap hours and what falls inside them. Standups, demos and decisions should. Then ask what happens when production breaks at 2am their time, and who you call.
This is worth pushing on because it is the most common cause of slow offshore engagements. A question asked at 4pm in Chicago that gets answered the next afternoon turns a one day task into a week when it happens twice.
Termination, and What Arrives With It
Every agreement should say how either side exits and what you receive when you do.
Thirty days notice from either party is a reasonable norm. What matters more is what that period is spent on. A handover sprint should produce the repository with full commit history intact, credentials and environment documentation written for somebody who has never seen the project, open work written up as tickets, and ideally a recorded architecture walkthrough.
Ask the vendor what the last departing client actually received. A concrete answer means handover is a process. A vague one means it is an improvisation, and you will be the one improvising.
Also check whether anything is withheld pending final payment. Source code held hostage over an invoice dispute is a situation you want covered before it arises, not during.
The W-8BEN-E and Getting Paid Properly
If you are a US company paying an Indian vendor, your finance team needs a completed W-8BEN-E on file. Without it, US rules require withholding 30 percent of every payment, and reclaiming that afterwards takes months of correspondence nobody enjoys.
A vendor who has genuinely worked with American clients has this ready before you ask. One who has not heard of it is learning on your engagement, which tells you something about their client base.
Agree the currency and the rails too. Invoicing in US dollars through international wire, ACH or Wise is standard. On fixed-scope work, tie milestones to demonstrable software rather than calendar dates, because dates pay out whether or not anything shipped.
Confidentiality and Data Protection
A mutual NDA should be signed before the scoping call rather than after, since the scoping call is where you describe the product.
Beyond the NDA, ask where your production data actually sits during development. It should stay in your own cloud accounts under your credentials, with developer access granted per person and revoked at rollout. Vendors who take a copy of production data into their own environment for convenience are creating a risk you did not agree to.
If your product touches regulated data, the contract needs to reflect it. Health data in the US means a signed Business Associate Agreement under HIPAA. European or Californian users bring GDPR and CCPA obligations that shape architecture rather than adding a checkbox. Payment data is best handled by keeping card details out of your app entirely so the PCI scope stays narrow.
Then ask who carries liability if there is a breach. Many offshore agreements cap vendor liability at the fees paid, which for a small engagement is close to nothing. That may be acceptable. It should be a decision rather than a discovery.
A Checklist You Can Take to Any Vendor
Ask these six, ask for the answers in writing, and ask us the same questions.
- Does IP assign to us at each invoice, on work-for-hire terms, with no broad background carve-out?
- Will the repository sit in our organization from the first commit?
- Will the app publish under our Apple and Google accounts, with signing keys in our control?
- How many hours a day will we overlap, and who do we call outside them?
- On thirty days notice, what exactly do we receive, and is anything withheld?
- Can you supply a W-8BEN-E before the first invoice?
A vendor who answers all six crisply has done this before. One who treats the questions as unusual has not, and you would be their education.
Frequently Asked Questions
Do we need a lawyer to review an offshore development contract?
For anything beyond a small fixed-scope build, yes, and specifically someone who has seen cross-border technology agreements. The cost is small relative to a dispute over code ownership.
Is a US or Indian governing law clause better for us?
Most US clients prefer their own jurisdiction and most Indian vendors accept it. What matters more in practice is that the commercial terms are clear enough that you never test the clause, because cross-border litigation is impractical either way at typical project values.
Should we pay a deposit up front?
An initial milestone payment is normal. What is not normal is paying a large share before any code exists. Milestones tied to installable builds protect both sides better than a calendar schedule does.
What if the vendor wants to use their own contract template?
That is fine and usually faster. Read it against the six questions above and negotiate the gaps. Vendor templates tend to be silent on store account ownership and light on termination, which are precisely the items you care about.
Does any of this change if we hire a dedicated developer rather than a fixed-scope build?
The IP, store account and data clauses stay the same. What changes is that you add a replacement obligation with a deadline attached, and notice periods matter more because you are relying on continuity of one person.
Getting the Commercial Side Right
If you are still working out which arrangement suits you, our hire app developers in India guide covers dedicated hiring against fixed-scope delivery and the red flags in each. For the process of finding and screening people, how to hire app developers in India walks through it step by step, and interview questions for mobile app developers covers the technical screening once you have candidates in front of you.