If you are a business which develops a software application for a customer or you are a customer who requires this from a business, then it is advisable to have a solicitor draft an agreement to set out what will be expected from each party.
Essential elements should be the inclusion of a timescale for the development, how much involvement the customer may have in the development process, the charges the customer must pay and what tests will be performed to ensure the software application meets the needs and expectations of the customer.
What sort of elements should a software development and licensing agreement cover?
Timescale for development
As briefly mentioned above, the agreement will usually set out a timescale for the development of the software application. This ensures that the customer can track progress and maintain an element of control. If the project is longer term, then the customer’s business may experience changes which will need to be reflected in the software application development and the agreement may need to provide a method for such changes to be discussed between the parties and incorporated into the timeline.
The customer is likely to require the software application to work on certain types of devices or will work alongside with their existing computer systems. If the developer is offering integration services, then this should be detailed in the agreement.
If the developer is offering support or training services in addition to the software application development, the customer should understand what support services it is entitled to, the hours during which the support will be given, the methods of support (i.e. telephone or email), the charges payable for such support services and for how long the support services will be available.
If the customer is requiring training from the developer on how to use the software application, then this should also be clearly set out and will usually also be for an additional charge.
Maintenance services may also be required so that the developer must provide updates to the software application as new technology or programs emerge so that the software application will continue to work for the customer in line with the development of their business.
As mentioned above, the software application is likely to require testing to ensure it meets the customer’s needs. The agreement should set out who is responsible for the testing, what tests will be carried out, what is required for the software application to pass those tests and on what basis the customer will be deemed to have accepted the software application.
Intellectual property ownership
The development of a software application is very likely to include intellectual property which will usually be owned by the developer and either assigned or licensed to the customer. The agreement should clearly provide for this.
An essential element to the software application is the source code and establishing who owns this in the agreement is very important. It may be critical to the customer to ensure it has or can obtain ownership of the source code if the developer’s business should, for example, become insolvent, otherwise it may not be able to continue to use the software and this may be a key element to its business.
How can our licensing lawyers help?
If you are involved in developing a software application, either as the developer or customer, our lawyers can draft an agreement to set out what will be expected from each party. We can discuss the expectations of the parties and draft or negotiate an agreement which takes into account the factors mentioned above.
How long does software license agreement take to draft?
We can usually provide a first draft of a software development and licensing agreement within 7 – 14 days.