The dynamics of software development should not be underestimated. Our practicalapproach and thorough legal knowledge ensuressoftware contractsthat correctlyconvey these dynamics and complexity.
Do you envisage a collaboration for the development of applications, websites or platforms? If so, we will translate your wishes for licenses or transfer of software into the correct legal wording.
deJuristenhas been specializing in drafting and negotiating specific IT contracts for 10 years. Our experts listen to your needs and offer solutions.
Software Transfer Agreement
A Software Transfer Agreement regulates the transfer of intellectual property rights of the code. In principle, the rights to the code rest with the developer. By explicitly taking over the code, the client can cover his investments financially. It is then important for the contractor to provide for a transfer of risks.
Our software transfer contracts always take this into account and can also provide for exclusivity or non-competition.
However, developers will be happy to keep pre-existing code and other materials available for their other clients. It is therefore worthwhile in every respect to clearly agree who owns the software.
In the run-up to a deal, parties often exchange sensitive data. This can be about customer names, but also about source code and other trade secrets. What happens to the data if there are no clear agreements on confidentiality? In order to have a definitive answer, the parties should conclude an NDA (Non-Disclosure Agreement) in advance. In this agreement, the parties agree to keep confidential information confidential. It is essential to clearly determine what is confidential and how long the confidentiality remains in force. What if the other party violates the confidentiality? A fine is one possibility, but not always enforceable. That is why we enjoy working on a correct wording based on the customer’s wishes and business reality.
Maintenance and Support (SLA)
Maintenance and Support is arranged in a special agreement and often linked to an SLA (Service Level Agreement). These documents record in detail the services to be provided. How is the performance of the supplier measured? Is downtime allowed? How will exit be arranged and what if the customer transfers to a third party supplier? A correctly drawn up SLA clearly addresses this, with an eye for intelligibility and structure.
In order to give a customer sufficient contractual certainty about this, it is essential to build in sufficient control over the outsourced processes and their price. This control is facilitated by including reporting obligations in the SLA. ervice credits or discounts are also a useful guarantee if a service level cannot be achieved. Because SLAs are usually long-term contracts, it is also important to make legally correct and balanced price agreements and to provide for price revisions if necessary.
Customers are given access to the compiled code by default, excluding the source code. However, to protect the customer from the serious consequences of bankruptcy or breach of contract by the IT supplier, both parties often make an escrow arrangement. After all, without access to the source code, the customer will not be able to maintain or improve the software.
It therefore worthwhile to have the software stored with an escrow agent. It is crucial that the storage of the source code, payment of the escrow agent and necessary documentation in a clear contract. Our escrow contracts provide the necessary legal procedures to offer the parties a way out. In this way deadlock can also be avoided by providing an appropriate arbitration clause.
As software replaces and automates crucial business processes, the customer will want certain guarantees. In return, the software developer wishes to deliver the software “as is” (i.e. in the state in which it is).
In any case, it is never possible to guarantee that software is free of bugs. Regardless of the trust between customer and contractor, it is best for the parties to make the right arrangements regarding software testing. This is essential for the quality of the software.
Our clear IT contracts regulate at least the following aspects of software testing: the approval of the tests, the period within which they must be carried out. What if the customer is not satisfied or the tests are not performed? Such agreements in a clear contract invariably benefit the quality of the result and the customer relationship.
Licensing software has the advantage that the licensor can impose certain conditions. Common restrictions on software licenses concern (i) the use, (ii) the area in which the license applies and (iii) the duration for which it remains valid. A clear regulation of the fee is also always an issue.
It is no secret that software regularly contains errors and bugs, even after testing. How is this addressed? What is the responsibility of each party?
Our licence agreements are always tailor-made and therefore take into account the complex nature of certain software applications and APIs. Our clients are therefore happy to rely on our expertise to correctly translate this complexity into a license agreement.