Software development and licensing agreements
We advise software developers, technology businesses and customers on software development and licensing agreements. This includes bespoke software development projects, software licensing arrangements and ongoing maintenance and support agreements.
We also review and improve template and AI-generated software contracts. While these can be useful starting points, they often need tailoring to reflect the actual project, ownership structure and commercial objectives.
Why do software development projects need a contract?
Software projects can be complex. Without a clear agreement, disputes can arise about specifications, delivery dates, testing, ownership of code, support obligations and payment.
A well-drafted software development agreement helps both parties understand what is being delivered, when it will be delivered and what happens if requirements change during the project.
What should a software development agreement cover?
The agreement should be tailored to the project, but commonly covers:
- project scope and specifications
- development milestones
- testing and acceptance procedures
- change-control arrangements
- payment terms
- delivery timetables
- maintenance and support
- confidentiality
- liability limitations
- termination rights
Who owns the software?
Ownership of intellectual property rights is often one of the most important issues in a software project.
In some cases, the customer will require ownership of the software through an assignment of rights. In others, the developer may retain ownership and grant the customer a licence to use the software.
The agreement should clearly identify what rights are being transferred, what rights are being retained and whether any third-party software components are involved.
What is a software licence agreement?
A software licence agreement allows a customer to use software without acquiring ownership of the underlying intellectual property rights.
The licence may be perpetual or time-limited. It may permit use by a single organisation or multiple users. The agreement should clearly define the permitted use of the software and any restrictions that apply.
What about source code?
Source code ownership and access are common areas of concern.
Customers may require access to source code if the developer ceases trading or fails to provide support. Developers, meanwhile, often wish to protect proprietary code, frameworks and reusable software components.
The agreement should address source code access, ownership and, where appropriate, escrow arrangements.
What about maintenance and support?
Many software projects continue after delivery. Ongoing maintenance and support arrangements should be clearly documented, including response times, update obligations and support fees.
Where software is provided through an ongoing hosted service model, separate SaaS-related considerations may arise.
Are template or AI-generated software agreements sufficient?
Not always. Software projects vary considerably in complexity and risk profile. Generic templates may fail to deal adequately with ownership, licensing, specifications, acceptance procedures or support arrangements.
We regularly review and tailor draft software agreements to reflect the particular requirements of the project.
Frequently asked questions about software development agreements
Should software be licensed or assigned?
That depends on the commercial objectives of the parties. Some customers require ownership, while others are content with a licence to use the software.
Who owns bespoke software developed for a customer?
That depends on the contract. Ownership does not automatically pass to the customer simply because they paid for the development work.
Can you review a template or AI-generated software agreement?
Yes. We can review and tailor template and AI-generated software agreements so that they properly reflect the commercial arrangement and legal risks.