What is Software Agreement Drafting?
A software agreement is a legal contract that specifies the working agreement between a software provider and a client or user of the software.
There are various types of software agreements, such as license agreements, Software-as-a-Service (SaaS) agreements, software development agreements, and more.
These agreements must clearly lay out all the important terms governing the arrangement, such as how the software will be licensed and what permissions are provided to the user.
For more information on how to draft a software agreement, read the rest of this article. We’ll explore the key terms to include in your contract, how to draft it for clarity, and how a qualified lawyer can help you with the software agreement drafting process.
What Key Terms Should You Include in a Software Agreement?
A software agreement usually contains core terms and clauses, such as the following:
- Rights. There must be clarity about exactly what the user is allowed to do with the software.
- Scope of work. The agreement should describe the software, such as what is being built and its technical specifications.
- Restrictions. Explain all prohibited activities, such as reverse-engineering the software, to deter and reduce the risk of violations.
- Intellectual property (IP). It must be stated that the software provider owns the software.
- Warranties and liability. The agreement should outline what happens should something go wrong, such as if the software fails.
- Termination. How and when either party can end the contract must be explained.
How Do You Draft a Software Agreement?
A software agreement requires additional information so that it’s comprehensive and outlines all important aspects of the relationship between parties.
Establish Milestones
Parties must have clarity about deliverables and what milestones will be met, such as during the creation of the software. This enables them to align their expectations and goals.
Explain Payments
All payments that will be provided to the software provider must be outlined, such as if they will be compensated with a fixed fee. To further prevent disputes, mention payment schedules and deadlines.
Include Intellectual Property (IP)
To prevent IP ownership violations or disputes, the agreement should set clear rules regarding who owns the IP. It’s worth clarifying who owns software created before and during the agreement term.
Define Acceptance Testing
You want the user or client to have enough time to test deliverables. Specify the period they have, such as five business days, and what criteria has to be met for deliverables to be accepted.
Describe the Software
Be specific about the software that’s covered and what services are included, such as training, support, and/or maintenance.
Define the License Grant
It’s not enough to mention that a license is given to the user or client. You should clearly define if the license is exclusive or non-exclusive, how many users can use the license, if it’s subscription-based, and if sublicensing is allowed.
Include Support Clauses
Defining support and maintenance for the software is an important aspect of the agreement. You should specify if there are installation responsibilities, how bugs are fixed, how much notice is provided for planned maintenance, and what support hours can be expected. It’s worth including a Service Level Agreement (SLA) so that quality standards are met.
How Does a Lawyer Help You with Software Agreement Drafting?
Since software agreements can be technical and detailed, it’s not always advisable to draft them without legal guidance, especially if the agreement is complex or requires customized clauses.
A lawyer has the experience in drafting software agreements to help you through the process.
They’ll assist you in various ways, such as the following:
- They’ll customize the agreement to suit your business goals, model, and software product.
- They’ll protect your specific IP, such as source code, custom developments, updates, and more.
- They’ll allocate risks fairly between parties, such as by stating who takes responsibility for data breaches and contractual disputes.
- They’ll draft clear and specific clauses that avoid ambiguity. This prevents costly litigation.
- They’ll keep the agreement compliant with all relevant laws and regulations, such as IP, consumer protection, data protection, and other laws.
- They’ll negotiate contract terms with the other party to enable you to reach mutually-favorable agreements.
- They’ll consider your future growth or changes. This enables your agreement to accommodate your software as it evolves.
- They’ll outline both parties’ rights, duties, and performance expectations. This helps to prevent any misunderstandings and disputes.
- They’ll review a software agreement you’ve drafted, so you’re confident about every term.
Where to Find a Lawyer for Software Agreement Drafting
If you’re looking for a lawyer to draft your software agreement so that it’s legally valid and clear, you don’t have to struggle to match with one. Online legal platforms, such as ContractsCounsel, makes it easy to find a lawyer who meets your legal requirements.
ContractsCounsel is one of the largest online legal marketplaces that gives you access to a curated network of vetted lawyers. Since lawyers on the platform are experienced in drafting and reviewing contracts, they’ll draft professional documents to protect your interests.
Here are the steps to follow if you want to hire a lawyer on ContractsCounsel to draft your software agreement:
- Go to the ContractsCounsel marketplace.
- Post your project for free. Try to include a few details to help you find the most suitable lawyer, such as the type of software or license.
- Wait for lawyer bids. You’ll receive multiple bids from lawyers directly on the platform who have the experience and expertise to help you.
- Review the lawyers’ profiles. Before you select a lawyer to work with, go through the platform’s lawyer data, such as their location, client ratings for previous projects, expertise, years of experience, and credentials.
- Connect with a lawyer you think is best suited to your requirements and hire them to draft your software agreement for a flat fee.
