Development of license agreements and software development agreements
In the UK market, legal clarity in IT agreements is one of the key conditions for business stability and intellectual property protection. A licence agreement or software development agreement regulates not only the technical parameters of cooperation, but also rights to code, algorithms, trade secrets and other critical assets.
A lawyer helps companies, start-ups and IT customers to prepare agreements that best protect their interests under UK law. This allows them to focus on developing their business without fear of losing technology or commercial ideas.
When is it necessary to draw up a licence agreement or software development agreement?
Drawing up contracts is not always necessary, but it is important in the following cases:
- You are commissioning a contractor to create a software product and want to secure ownership of the code, architecture, design or databases.
- You plan to license the finished software to customers in the UK or abroad in order to receive regular royalties.
- You are launching a SaaS service or mobile application and want to establish clear rules of use, limitations of liability, and dispute resolution procedures.
- You are investing in a start-up where you need to regulate who will own the rights to the intellectual property of the developers.
If you think through and draw up a contract in detail in a timely manner, you will leave no room for disputes and also greatly facilitate a possible sale or attraction of investment.
What does a lawyer do when drafting a licence agreement and a software development agreement?
To ensure that the contract performs its functions properly and complies with UK law, a lawyer takes the following steps:
- Analysis of the business model, product and market specifics to understand what form of agreement should be used - a development order agreement, a licence agreement or a mixed option.
- Drafting an agreement from scratch or adapting an existing document to the requirements of UK law. Particular attention is paid to: determining who owns the copyright to the code and other results of the work, payment details (fixed price, milestone payments, royalties), the parties' liability for breach of terms, guarantees against bugs and defects, NDAs, and non-disclosure of technology.
- Supporting negotiations with counterparties, acting as the client's representative to protect their rights at the stage of agreeing on the details.
This approach makes it possible to obtain a contract that is understandable to all participants in the process, complies with British standards and will become a real tool for protecting the business.
Advantages of drafting a licence agreement and software development agreement with a lawyer

Individual development: The specialist does not use templates — each agreement is drafted taking into account the unique goals of a particular business, the specifics of the project and the expectations of investors or customers.

Intellectual property protection: The lawyer anticipates all risks of losing control over the code or technology, thanks to which he or she prescribes clear rules for ownership of rights, use of software and licensing in the agreement.

Compliance with British standards: Contracts are immediately prepared in accordance with UK law, which is especially important for investor audits and potential M&A deals.
How do we help with drafting licence agreements and software development agreements?
Each project begins with a consultation, where the technical specifications, expected scope of work and monetisation model are analysed. Next, a draft agreement is prepared, which is agreed upon with the client and, if necessary, negotiations are conducted with counterparties to take into account the interests of the specific business.
After signing the agreement, we can help organise internal documentation (reports, technical acts) and provide support in the event of disputes or litigation.
Frequently asked questions about drafting a software development agreement and a licence agreement
Question
Is it possible to combine software development and licence transfer in one agreement?
Answer
Yes, hybrid agreements are often concluded, where the creation of a product and the licensing of the right to use it are determined simultaneously.
Question
Who owns the code if there are no separate terms in the agreement?
Answer
By default in the UK, the rights belong to the developer, so it is very important to explicitly provide for the transfer of rights to the customer.
Question
Are additional NDAs necessary if the contract already contains confidentiality provisions?
Answer
Most often, the NDA clauses in the contract itself are sufficient, but for strategically important projects, it is recommended to conclude a separate agreement as well.
ConclusionA high-quality licence agreement or software development agreement in the UK is a guarantee of the security of investments in technology and business stability. A lawyer can draft a contract that will protect your rights in any disputes and help you develop IT projects with peace of mind in one of the most competitive markets in the world.