New Data Protection Provisions and More

February 2019

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 legal matter.

Top