Securing rights to software development
By default the rights to the result of development arise with whoever wrote the code, not with whoever paid for it. We document both sides – the purchase of development work and its sale to a customer – so that the rights end up with the party that paid for them.
What is included
- A commissioned work agreement under which the exclusive right to the code passes to the company
- Agreements with customers for development, implementation and support, with the scope of the rights transferred set out
- An acceptance procedure in which the transfer of rights is confirmed by documents, not by correspondence
- Works made in the course of employment: orders, work tasks and remuneration that settle the authors’ claims
- Non-disclosure agreements that prevent a contractor from taking the work to another project
Case study
Medical software bought from a contractor together with the rights to the trained models
The request
An organisation was commissioning a contractor to develop software for three-dimensional reconstruction of coronary arteries from archives of examinations. The product was built on trained models, and the contractor’s agreement left open the question of who owns them once the work is handed over.
What we did
We prepared a development agreement under which the exclusive right passes to the customer in full and worldwide from the moment the acceptance certificate is signed – including the source code, the trained models and the weights. We closed the related risks: the contractor warrants that the rights have been obtained from its employees and subcontractors; it is prohibited from using the result, including in its portfolio, and from training third-party models on the customer’s data. We set penalties for disposing of the result and for breach of confidentiality, and ruled out acceptance by silence.
The result
The company received the product together with the rights to its trainable part – exactly what most often stays with the developer and surfaces when the business is sold or an investor comes in.
Solve your matter
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