Expertise/IT and Technology Companies

Service

Securing Rights to Code and Employee Works

The company's rights to code created by employees and contractors are confirmed by documents: for existing products, gaps in these documents are closed, and for new code, a documentation procedure is put in place.

We are most often instructed by:

  • Employers of in-house developers and customers of outsourced development
  • Groups of companies consolidating rights to a product
  • Companies preparing for a transaction, investment or an application to the register

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
Who owns the rights

The exclusive right to code created by an employee within the scope of their job duties belongs to the employer, while the right to remuneration for the employee work remains with the author.

Code created on assignment outside the scope of job duties is not an employee work: rights to it are documented by a separate agreement with the employee.

Code created by contractors and self-employed individuals is never an employee work: rights to it are determined by the contract with the person who performed the work, and such contracts are checked as part of the chain of title.

Where rights to a product have ended up with several group companies or with individual participants, they are consolidated in the company that controls the product.

02 / Outcome
Service Outcome
  • List of links in the chain of titleThose who worked on the product, the basis of their rights and the links not supported by documents.
  • Documents on rightsAgreements and assignment agreements, bearing the current date, that close the gaps in the chain.
  • Procedure for new codeForms of work assignments and acceptance certificates, employment contract terms and regulations on employee works.
  • Set for external reviewDocuments on the company's rights, in the composition requested by a buyer, an investor or the Ministry of Digital Development.

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

An employment contract is only one of the documents. Ownership of the rights to a specific result is confirmed by a set of documents taken together: the employee's job duties, the work assignment, the recording of the result created and of its transfer, and the terms on remuneration.

In disputes, the completeness of these documents is taken into account. Each of them is checked, and on that basis it is determined what requires additional documentation.

The course of action depends on which documents have been preserved and whether the developer can be contacted. If the documents have been preserved only in part, the missing documents are drawn up bearing the current date, and the circumstances in which the code was created are confirmed by other evidence.

If the former employee can be contacted, an agreement confirming that the rights belong to the company is executed with them.

A set of documents confirming the rights is put together, and the gaps identified are remedied. The scope for additional documentation at this point is limited: the timing is determined by the course of the transaction or by the procedure for considering the application.

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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Other Services in This Practice
Investments and Transactions Software Development Agreements Licence Agreements and Service Access Personal Data Website and App Documents Ministry Accreditation Tax Incentives Russian Software Register Product Registration Documents and Consultations

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