Solicitors for software agreements

In today’s digital world, navigating the complexities of software agreements can feel like a daunting task. At Wellers, our IP team is led by Howard Ricklow, a highly experienced IP and commercial lawyer. We have the experience to ensure you get  experienced, clear and insightful guidance which maximises the commercial potential of your software whilst protecting you against legal risk.

Why Choose Us for Your Software Agreements?

  • Deep Expertise: Our lawyers possess in-depth knowledge of software licensing, development, SaaS agreements, and intellectual property law, ensuring you receive informed and strategic advice.
  • Negotiation Skill and Experience : We are skilled negotiators who will advocate for your best interests, ensuring you secure the right terms in your software agreements even when dealing with much larger counter parties.
  • Proactive Approach: We anticipate potential issues and advise on preventative measures, mitigating risks and safeguarding your business interests.

Our Software Agreement Services and Experience

  • Software Licensing Agreements: We assist with negotiating, drafting, and reviewing licensing agreements for all types of software, including on-premise, cloud-based, and open-source solutions.
  • Software Development Agreements: We help you secure agreements that clearly define development expectations, protect your intellectual property, and minimize risks.
  • SaaS Agreements: We guide you through the nuances of SaaS contracts, ensuring you understand service levels, data security, and termination clauses.
  • Maintenance and Support Agreements: We negotiate agreements that provide clear expectations for ongoing support and maintenance services.
  • Intellectual Property Protection: We advise on safeguarding your valuable intellectual property within software agreements.
  • Dispute Resolution: In case of disagreements, we provide skilled support for negotiations and, if necessary, litigation.

Key clauses in Software Agreements

While every software agreement is unique and requires specific attention, some key clauses deserve extra scrutiny across various types of deals. Here are some of the most important:


  • License Grant: Defines the type of license (non-exclusive, exclusive, etc.), permitted uses, and scope of use (number of users, devices, etc.).
  • Restrictions: Clearly outlines prohibited activities like reverse engineering, sublicensing, or transferring the software.
  • Term and Termination: Specifies the agreement’s duration and potential termination grounds for both parties.

Intellectual Property:

  • Ownership: Clarifies who owns the underlying intellectual property rights (copyright, trademarks, etc.) associated with the software.
  • Contribution of Code: Addresses ownership of any code or materials contributed by either party during development or customization.
  • Open Source Software: If applicable, outlines conditions for using and distributing open-source components within the software.

Warranties and Disclaimers:

  • Warranties: Defines any warranties offered by the software provider regarding functionality, performance, or compatibility.
  • Disclaimers: Limits the provider’s liability and disclaims warranties not explicitly stated in the agreement.

Data Security and Privacy:

  • Data Handling: Details how the provider will collect, store, and use user data, complying with relevant regulations like GDPR.
  • Security Measures: Outlines the security measures implemented to protect user data from unauthorized access or breaches.
  • Data Breaches: Specifies notification procedures and responsibilities in case of a data breach.

Payment and Support:

  • Payment Terms: Clearly defines the payment schedule, fees, and any applicable taxes.
  • Support and Maintenance: Specifies the level of support (e.g., technical support, updates) included and response times.
  • Escalation Procedures: outlines how to address issues with support or service quality.

Dispute Resolution:

  • Governing Law: Determines the jurisdiction governing disputes arising from the agreement.
  • Alternative Dispute Resolution (ADR): Specifies whether parties will attempt mediation or arbitration before litigation.
  • Limitation of Liability: Limits the provider’s financial liability for damages arising from software use.

Additionally, depending on the specific agreement type, consider clauses about:

  • Development milestones and deliverables (for development agreements)
  • Service Level Agreements (SLAs) and uptime guarantees (for SaaS agreements)
  • Confidentiality obligations for sensitive information
  • Audit rights for compliance verification

Remember, seeking legal advice is crucial to understanding and negotiating these clauses in the context of your specific agreement.