“A freelancer or agency is starting development.”
We define specifications, milestones, acceptance, payment, ownership, confidentiality, security, documentation, and transition obligations before work begins.
Software development agreements
Make ownership, delivery, and access clear before the build begins.
The contract should answer who owns the code, what must be delivered, when payment is earned, what third-party materials may be used, and how the company takes control if the relationship ends. Eusebio Law drafts and reviews software-development agreements, SOWs, and ownership assignments for technology companies.
Nationwide transactional technology matters. Lissette Eusebio is admitted in Florida, New York, and the District of Columbia.
DeliverablesDefine what must be built
OwnershipAssign code and work product
OperationsControl access and credentials
TransitionPlan maintenance and vendor exit
Before the build becomes dependent
Call before the developer is the only person who understands the product.
A software-development contract should align the build, payment, ownership, security, and handoff with the company’s actual operating needs.
“The product was built, but the contract never assigned the code.”
We review the existing documents and contributors, identify ownership gaps, and determine whether confirmatory agreements or assignments are appropriate.
“The build uses open-source, AI-generated, or licensed materials.”
We address disclosure, approval, license restrictions, attribution, permitted use, and conflicts with the company’s intended ownership or distribution model.
“We need the source code, credentials, and documentation back.”
We define repositories, access, handoff materials, deletion, transition assistance, and the responsibilities that apply when the relationship ends.
Software-development contract scope
Put the build, ownership, and handoff in writing.
The documents should give both sides a workable delivery process and give the company control of the assets it is paying to create.
Development agreement
Relationship terms, services, staffing, subcontractors, confidentiality, security, warranties, liability, and termination.
SOW & specifications
Features, deliverables, assumptions, dependencies, milestones, testing, acceptance, pricing, and change control.
Code & IP ownership
Work product, assignments, pre-existing tools, licenses, inventions, documentation, designs, and related rights.
Third-party materials
Open-source, AI-generated, licensed, and vendor components, including disclosure, approval, restrictions, and attribution.
Data & system access
Production access, customer data, security controls, credentials, repositories, environments, and return or deletion.
Maintenance & transition
Support, updates, defect correction, documentation, knowledge transfer, source delivery, and vendor exit assistance.
Make the build transferable
Define what the company receives at each stage.
We connect the commercial relationship to the technical assets, delivery process, access controls, and transition the business will need.
01
Define the build
Identify specifications, deliverables, contributors, milestones, systems, repositories, data, and dependencies.
02
Allocate rights and risk
Address ownership, pre-existing materials, third-party components, confidentiality, security, warranties, and responsibility.
03
Plan control and handoff
Set acceptance, payment, documentation, credentials, maintenance, termination, and transition requirements.
Developer contract questions
Before the next milestone.
Ownership and delivery depend on the relationship, the documents, the contributors, and the materials used in the build.
Does paying a developer mean my company owns the code?
Payment alone does not always establish ownership. The result can depend on the relationship, governing law, and written terms. A development agreement and clear assignment should address code, designs, documentation, inventions, and related deliverables.
Do we need a separate intellectual-property assignment?
Sometimes the assignment is built into the development agreement; other situations call for a separate confirmatory assignment. The documents should clearly identify the rights being transferred and any materials that remain with the developer.
What should a software-development statement of work include?
A useful SOW typically identifies specifications, deliverables, responsibilities, dependencies, milestones, testing, acceptance, fees, change control, documentation, support, and the relationship to the main agreement.
How should a contract address open-source or third-party code?
It should require disclosure and approval of relevant components, address license restrictions and attribution, and prevent the developer from introducing terms that conflict with the company’s intended ownership or distribution model.
Can ownership be cleaned up after development has already started?
It may be possible to review the existing contracts and obtain confirmatory agreements or assignments. The available approach depends on the original relationship, contributors, documents, and current status of the work.
What if the development agency or contractor is outside the United States?
The agreement should address governing law, dispute procedures, confidentiality, ownership, payment, security, access, and practical enforcement. Local counsel may be appropriate when foreign law or local formalities require it.
Do you work with technology companies outside Florida?
Eusebio Law handles transactional technology matters for clients across the United States. Lissette Eusebio is admitted in Florida, New York, and the District of Columbia. Matters requiring advice on another jurisdiction’s law may involve local counsel when appropriate.
Transactional technology counsel across the United States
Eusebio Law handles transactional technology matters for clients across the United States. Lissette Eusebio is admitted in Florida, New York, and the District of Columbia. Matters requiring advice on another jurisdiction’s law may involve local counsel when appropriate.
Clarify the build
Bring us the developer agreement, SOW, or ownership question in front of you.
We will review the relationship, identify the appropriate scope, and explain what the next document or cleanup phase requires.