Software and Website Development Agreement: How Do I draft the Intellectual Property Rights and Assignment clause?

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Table of Contents

• Your IP
• The Developer’s IP
• Third Party IP
• Conclusion

Creating a new software and website involves many different types of intellectual property (“IP”) and informational technology (“IT”).

Looking to have a Software and Website Development Agreement drafted? To develop your software and website, the developer will be using plenty of IP and IT, including third party software, source codes, designs, layouts, images, etc. Some of the IP and IT might be the developers, some of it may be yours, and some of it will be owned by a third party. To ensure that there will be no IP disputes in the future, it is extremely important that the rights to each piece of IP are properly dealt with.

Your IP

For your software and website, you may be providing your own IP to the developer, such as images, text and other designs that are owned by you. All IP that is yours should be protected. This means that the Software and Website Development Agreement needs to clearly set out what has been provided by you, and grant the developer a license to use this IP but only for the purposes of developing your software and website. It should also be clear that the developer’s right to use such IP terminates at the end of the agreement or upon completion of the development.

The Developer’s IP

When the developer creates something, whether it is software, a website, a design or an image, the developer owns the IP. However, it is common for the developer to agree to assign all his or her past, present and future rights, title and interest in the software and website to the customer upon completion of the final product. Once the software and website are properly assigned to you, you will be the new owner of all IP in the software and website, which will allow you to make certain changes without being in breach of any IP laws.

Sometimes, if the developer wants to retain the ownership to the final software and website, or at least particular parts of the software or website, the developer may choose to license certain IP to you, instead of assigning. If you are only receiving a license to use certain IP that is related to the software and website, you need to make sure that you understand your rights within the IP license and that you do not breach the license rights.

Third Party IP

In developing your software and website, the developer might use IP that they do not own but simply have the right to use. This means that, as the owner of the final product, you may be required to have your own licenses in relation to any open source software or third-party modules that the developer may have used to create your software. If this is the case, the Software and Website Development Agreement should identify the licenses for each piece of software that the developer is using to create and/or run your software and website, and it should be the developer’s responsibility to make you aware of the licenses you need to purchase.

Conclusion

As a small business, it is important that you protect your intellectual property and ensure that you are correctly assigned intellectual property that you have purchased. The lawyers at LegalVision have extensive experience in IT and with all types of software agreements. We can draft a thorough Software and Website Development Agreement which will protect your interests. We have assisted many small businesses protect their intellectual property and comply with existing software licences so if you’re in need of legal advice, contact us on 1300 544 755 and speak with one of our experienced IT solicitors.