hmmm good comment. I don't plan on using their code so do we really need an IP agreement ? (don't like paperwork)
If you don't do the paperwork, then that means that they own the code (laws may vary on this, of course), and can use it in their own product or sell it to someone else.
Of course, IANAL, but IP management has become an important topic lately, and this is one of the issues.