Software comes in many forms. Whether it is the now-ubiquitous mobile app,
a desktop software application, or something far more targeted and
technical specifically designed to bring functionality to a minute hardware
component, software really is everywhere, not least in business.
While many off-the-shelf software applications exist, the demand for
bespoke solutions is vast. The variables involved, the proprietary
information, the intellectual property, and the ownership thereof must all
be carefully protected and clearly documented to ensure that all parties
involved know precisely where they stand. Software developers need to
ensure that their development of software for clients is kept carefully in
check with a suitable contract.
Updated Software Development Agreements
We have comprehensively updated our long-standing Software Development
Agreement templates with a range of new provisions, resulting in more
detailed contracts which, while still easy-to-use, now benefit from more
certainty, clarity, and protection for both developers and clients alike.
Not least among the new changes is a greater ‘subdivision’ of the types of
software to be provided by developers to clients. In practice, such
software will not always be written from scratch by the developer. New
definitions therefore accommodate software components made for ‘standard’
use by the developer in multiple projects without modification, similar
software that is modified for the client, bespoke software, and third-party
software that is used by the developer and supplied to the client under
licence. IP and licensing provisions have also been drafted flexibly,
moving away from a black and white ‘assign or licence’ model, instead
allowing different parts of the software to be licensed or assigned, as
appropriate. It may, for example, be agreed that the developer will assign
all rights in bespoke software to the client but will only grant a licence
to use software that they have created to use in multiple projects and have
modified for the client.
Another key change to this document makes it more suited to projects where
personal data is involved. In such cases, it is envisaged that the client
will be a data controller and that the developer will be a data processor
(such projects might, for example, involve the personal data of the
client’s customers). GDPR-compliant data processing provisions ensure that
all such personal data is handled strictly in compliance with current UK
data protection legislation.
The contents of this Newsletter are for reference purposes only and do not constitute
legal advice. Independent legal advice should be sought in relation to any specific