Software and Technology Contract Solicitors
Our software and technology contract solicitors advise technology businesses and software
buyers on tailored agreements that protect intellectual property,data,and commercial
interests.
Software Development Agreements
A software development agreement governs the relationship between a client commissioning bespoke software and the developer building it. Getting the key terms right is critical, because the consequences of a poorly drafted agreement become apparent only when the relationship breaks down, often mid-project.
The most important clause in most development agreements is the intellectual property assignment. Under UK copyright law, the developer owns the copyright in software it creates as an independent contractor, not the client, unless the agreement says otherwise. If your agreement does not contain a clear assignment of IP to the client on completion and payment, the developer may retain rights over software you have paid to build. We ensure that IP ownership is clearly addressed at the outset.
Other key provisions include:
- Scope and specifications — a precisely defined scope of work reduces scope creep and disputes about whether deliverables have been met
- Milestones and acceptance testing — how the client confirms that each deliverable meets the agreed specification before payment is released
- Warranties — what the developer warrants about the quality and performance of its software
- Source code escrow — whether the client can access the source code if the developer becomes insolvent or ceases to maintain the software
- Limitation of liability — caps on the developer’s liability for defects or failures, which need to be proportionate and reasonable to be enforceable
SaaS and Subscription Agreements
Software-as-a-service (SaaS) agreements govern ongoing subscriptions to cloud-based software. Whether you are a SaaS provider drafting your standard terms or a business signing up to a third-party platform, the key issues are broadly consistent.
Service level agreements (SLAs) define the uptime and performance standards the provider must meet, and the remedies (typically service credits) available if those standards are not achieved. Customers should review SLAs carefully: a credit worth 5% of one month’s subscription fee provides very limited compensation for a multi-day outage that costs the business significantly more.
Data processing is a central issue in any SaaS arrangement where personal data is processed on the platform. Under the UK GDPR, a data processing agreement (DPA) is required whenever a processor handles personal data on behalf of a controller. We draft and review DPAs as part of technology contract work.
IT Services and Outsourcing Agreements
Managed services, IT support, and technology outsourcing agreements require careful attention to service scope, change control, exit provisions, and data security. Exit provisions are frequently neglected at the drafting stage and become critical when a business wants to change provider: without them, data may be held hostage, transition assistance may be unavailable, or the exit itself may trigger significant costs.
Technology Licensing
A technology licence grants rights to use intellectual property, typically software or proprietary data, without transferring ownership. Licences can be exclusive or non-exclusive, limited to particular uses or territories, and may include sub-licensing rights. We draft licences from both the licensor’s and licensee’s perspectives, ensuring that the scope of the licence and the conditions attached to it are precisely defined.
Contract Disputes
Technology contract disputes often involve allegations of defective software, missed project deadlines, scope creep, or a developer’s failure to transfer IP. They can also involve disagreements about whether a SaaS provider has met its SLA obligations. We advise clients on their position, correspond with the other side, and represent clients in negotiations and litigation where necessary.
Why Choose Freeman Harris?
Technology contracts require solicitors who understand both the legal framework and the underlying technology. We advise technology businesses and their clients, which means we see both sides of these agreements and understand where the points of friction are likely to arise. We draft clearly, advise practically, and ensure that the contracts we produce reflect the commercial reality of the relationship they are meant to govern.
Software and Technology Contract Solicitors Team
Talha Fazlani
LitigatorTalha specialises in contract drafting and assists clients with effective collaboration agreements which protect their rights.Ian Freeman
Senior SolicitorIan has a great understanding of contract drafting especially for commercial purposes, and can assist SME’s with their legal needs.Lana James
ParalegalLana assists client with initial information gathering on contract services and negotiations with other parties.
Software Development Agreement Fees
Software Development Agreement FAQs
- Why is collaboration agreement necessary?
It is not obligatory to have collaboration agreements, but they are recommended. It is naive to rely on verbal reassurances when investing your time and money into a collaborative project and want to have the desired results or else end up in a commercial contract dispute. A legal collaboration agreement enables you to pursue legal action and have some resources to manage the risk if the collaboration does not go to plan. Though verbal agreements are also valid in court law, without written agreement it is hard to prove the intentions of the parties when the contract is drafted.
- What does collaboration agreement usually include?
The detailed collaboration agreement should include following essential elements:
Details and scope of the joint project:
A well-drafted collaboration agreement includes the specifications of the project and the obligations of all parties involved. The details and defining scope of the project ensures project parameters and minimizes the risk of any confusion arising later. As circumstances change, it would be beneficial to include a revision clause so that specifications can be amended as required.
Collaboration Period:
Add the term of the project to the main body of the agreement, along with the milestones and timings of the key deliverables. The collaboration timeframe can be fixed or ongoing until one party terminates the project.
Confidentiality, Non-Disclosure & Permitted Use:
In a joint venture, multiple parties share information as a part of a collaboration agreement. Every collaborator wants to protect confidential or commercially sensitive information, so the agreement should include a non-disclosure agreement and confidentiality provisions to build trust and facilitate open communication. For an undisputable collaborative agreement, it is recommended that the contract outlines to what extent parties can use any confidential information or collaborate with similar businesses competing with collaboration projects.
Intellectual Property Rights:
The nature of the project decides whether it is necessary to have detailed provisions on intellectual property in the collaboration agreement or make it part of the venture. Intellectual properties are of many types, including copyrights, trademarks, design rights, and patents. So, the agreement should protect the intellectual property owned by the participating parties before they sign the contract. Collaboration agreements often state the ownership of the intellectual property remains with the party who created and mentioned it in the collaboration. An IP license may also need to be issued to the parties, contractors, advisers, and consultants. The agreement should also cover how intellectual property will be treated if it is created during the project and also include provisions to deal with copyright or IP license infringement.
Reporting & Project Management:
Undeniably good collaboration depends on effective communication. Therefore, parties up for collaboration may want the agreement to set out formal reporting, high-level meeting schedules, and project management.
Payments & Funding:
Key provisions of the collaboration agreement must include how the project will be funded and the amount each party should contribute during the agreement. It is recommended to have provisions on:
- What if more money is needed than anticipated?
- What will happen if one party does not pay their agreed contribution?
- When can each party expect the turnover or get their initial contribution back?
- Penalties provisions in case of an agreement breach.
- Indemnity provisions deal with the loss that a party may suffer in certain aspects of the project. For instance, in a manufacturing project, a warranty could be given that the supplied products would match the relevant regulatory criteria, or else they would provide an indemnity.
Data Protection:
The collaboration agreement needs to cover data protection provisions and the processes of how personal data will be shared, used, stored, or transferred if shared as a part of a collaboration. Moreover, The Data Protection Act 2018 also imposes obligations on businesses to protect any information that may reveal an individual’s identity.
Disputes:
If a dispute arises between agreed parties, the collaborative agreement should outline the agreed dispute resolution process. Also, if all parties have an equal say in project decisions, then in case of deadlock parties should know the process of decision making.
Termination Plan:
The termination strategy in any project is the critical term of the contract. Before investing, each party should know what will happen if the project fails, stalls, and goes wrong. The provisions include the process for the parties who want to end the project before completion or tie them for a specific period before they can opt to terminate.
An agreement must have termination provisions if:
- If the project target is not achieved.
- If the other party violates the major agreement obligation.
- Notice of termination should be given.
- What are the advantages of collaboration agreements?
A collaboration agreement is effective for businesses to pool resources and expertise to achieve high economies, reduce costs, and mitigate risks.
It provides a transparent framework to define the partnership’s goals, objectives, and project scope. A collaboration agreement also outlines the responsibilities and specific activities that ensure alignment and collective efforts toward a common purpose.
A collaborative effort inherently involves sharing risks and rewards. It helps to mitigate potential risks by outlining mechanisms for sharing risks and dispute resolution procedures.
Collaboration agreements aim to access new customers and expand market reach. By partnering with other organizations, your business possesses complementary strengths or has a presence in different geographical locations to trap new customers.
Collaborating with reputable brands and well-built businesses can enhance your company’s image, customer loyalty, and reputation. A collaboration agreement ensures that the values, ethics, and quality standards safeguard the reputation and integrity of all involved.
- What are the tips for negotiating a collaboration agreement?
A collaboration agreement is a legal contract between two or more businesses that outlines their joint efforts to achieve common goals. In this commercial contract, parties can negotiate on terms they want to include in the agreement. Your ability to negotiate terms mainly depends on your bargaining power.
Some other vital negotiating tips for collaboration agreements are:
- Work out your key objectives and what you want in this collaboration.
- Make sure your agreement reflects your business needs and adapts to your industry or any industry regulations.
- Have a realistic approach in negotiations and focus on the incentives you require to make your collaboration a success.
- Ensure that your collaboration agreement clearly states who owns what at the end of the project.
- Taking time to formulate the negotiation details as a detailed collaborative agreement with all the essential elements reduces the risk of a dispute or involvement in commercial litigation.
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