DRAFTING SOFTWARE AGREEMENTS

What Are Software Development Agreements?

Software Development Agreements (SDA) are extremely important to create prior to developing any software. These software agreements, at a minimum, need to be clear on the scope of the software to be developed, the ownership of the developed code, and any software rights reserved by the developer.  A well drafted software development agreement not only helps minimize misunderstandings of the parties involved but it also avoids costly and unnecessary litigation disputes.    Our software attorneys have experience in programming software and, having such experience, are uniquely qualified to draft, develop and negotiate software development contracts that clearly identify the software being created and the rights being protected.

Negotiating A Software Development Agreement

It is important to draft and negotiate a software development agreement before commencing any development work.  Software development agreements ensure the following:

• The orderly transfer of copyright in and to the software from the developer to the company (i.e. the “work made for hire” doctrine);

• Procedures for resolving disputes, such as arbitration or mediation; and

• Any other specific software rights and/or reservations necessary between the parties (i.e. use of background-technology or pre-developed code, which may want to be owned by the developer but licensed to the company). 

Other important areas to be negotiated in a software development agreement include a detailed statement of work for the software deliverable, the timeline for software deliverable, the amount to be paid for all deliverables (including milestone payments), and any performance warranties or warranties for a particular purpose to ensure the software is developed per the statement of work. Whether you are a software development company, or a company who is outsourcing the software development work, our attorneys can protect your rights in and to your software development.

What Is A Software As A Service (SaaS) Agreement? 

A SaaS agreement is an agreement between a service provider and a customer that sets out the provision and delivery of software services to those customers through the internet. Most SaaS software is licensed on a subscription basis and hosted through a portal which is accessible through the internet. The customer never received software but rather receives an access right to use the software through that portal or "cloud".  In the event the SaaS allows the customer to access documents or download materials, then a licensed right to use such documents and downloads will be included in the SaaS Agreement.  Generally, a customer will never receive or install software relating to the SaaS product.