Expertise/IT and Technology Companies

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Software Development Agreements

The development of software, apps and services, together with their modification and support, is documented by a contract that determines the acceptance procedure, the allocation of risks and the rights to the product created.

We are most often instructed by:

  • Customers engaging an external development team
  • Development studios and other developers
  • Companies outsourcing part of the work to contractors and self-employed individuals
  • Parties to joint development

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
What determines the contract

A contract for work, a contract for services, a commissioned authorship contract or a joint development agreement is chosen according to the project model.

02 / Outcome
Service Outcome
  • Contract and schedulesThe version of the contract with the schedules under which the project is run.
  • Terms on rightsTerms on who controls the product after the project is completed and what the other party is entitled to do.
  • Set of project formsSchedules under which tasks are set, the scope of work is changed and stages are accepted without returning to the text of the contract.
  • Contractor agreementsDocuments under which the rights to everything created by contractors and self-employed individuals pass to the company.
  • Terms for exiting the projectThe consequences of ending the work before it is completed, including handover of the source code, documentation and access credentials.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Projects
Selected Projects
01 / 04

Purchase of a group of companies

Purchase of a producer of digital solutions for equipment management and monitoring

Challenge

Advising the buyer on the acquisition of shares in a foreign company that owns a Russian manufacturer of industrial equipment and digital solutions for equipment management and monitoring. The acquisition of the foreign company was governed by English law.

What was done

Comprehensive legal due diligence of the Russian business was carried out, covering its contractual relationships and intellectual property rights, and the foreign ownership structure was analysed. The findings were reflected in the terms of the transaction and the arrangements for its closing.

Purchase of an interest

Purchase of an interest in an app developer with an audience of more than 1.5 million users a week

Challenge

Advising the buyer on the acquisition of an interest in a company developing a healthy lifestyle app. The app's weekly audience exceeded 1.5 million users worldwide.

What was done

Comprehensive legal due diligence was carried out, covering business operations, corporate history, intellectual property rights, employment relationships and the legal risks material to the transaction. The findings were reflected in the structuring of the transaction and the preparation of the contractual documentation.

Investment transaction

Investment in a developer of 3D interior design solutions

Challenge

Advising on an investment transaction involving a company that develops 3D interior design solutions. The structure provided for the grant of an option right to the investor.

What was done

The project's founder was given the possibility of buying this right back before the investor exercised it. The terms of such a buy-back and the consequences of changes to the parties' arrangements on future equity participation were agreed.

Convertible loan

Convertible loan for a company developing an educational course platform

Challenge

Advising on an investment in a company developing a platform that aggregates educational courses, made by way of a convertible loan.

What was done

The terms of the financing and of the investor's future entry into the company's capital were determined, including the conversion parameters and the consequences of different scenarios for the transaction. The engagement covered agreeing the documents and the procedures required to implement the transaction.

04 / Questions
Frequently Asked Questions

By default, who holds the exclusive right depends on whether the creation of the product was the subject of the contract: if it was, the right vests in the customer; if the product was created incidentally, in the course of work that did not expressly provide for its creation, the right remains with the developer. The contract may allocate the rights differently, and the other party retains the ability to use the deliverables within the limits set by law.

The deliverables are divided into three groups: elements created for this project, the developer's reusable components, and third-party components with their own terms of use. The scope of rights is determined separately for each group, and a general statement that rights to the deliverables pass is not sufficient for this.

Besides the rights, the customer needs the source code and documentation: without them, the rights can be exercised only in part. For the developer, what matters is an expressly stated list of background developments that remain with it and carry over to subsequent projects.

In development work, requirements are usually refined as the work progresses, and for this situation the contract sets out a procedure for changing the scope: how tasks are set, how a change is recorded and how it affects the timeline and the price.

Contracts with programmers and self-employed individuals are checked twice. The first check concerns the scope of the rights transferred: it must match the scope of the rights passing under the main contract, otherwise the chain of title to the company remains unconfirmed. The second concerns signs of an employment relationship in the text of the contract and in the parties' actual dealings: periodic payment instead of payment for results, a job function instead of a specific task, subordination to internal work rules, no fixed term. The presence of such signs may lead to the relationship being recharacterized as employment.

The consequences are determined by the contract: payment for the part of the work completed, the extent of the work product to be handed over, handover of the source code, documentation and access credentials, the right to continue the work with another developer, and the fate of the rights to the components used.

These terms are agreed when the contract is concluded: once the parties are already ending their cooperation, reaching agreement on them is considerably more difficult.

A development contract template from a public source describes a different project: a different working model, a different set of deliverables, different background developments of the developer and different third-party components. The review starts with what the template designates as the subject matter and with the terms on rights to the deliverables.

A mismatch between the text of the contract and the actual course of the work comes to light at acceptance or when a party exits the project.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Investments and Transactions Licence Agreements and Service Access Rights to Code Personal Data Website and App Documents Ministry Accreditation Tax Incentives Russian Software Register Product Registration Documents and Consultations

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