Software and web services contracts


Software contracts should be drafted with an understanding of both the benefits that software can bring, and the risks and costs that may come with its use. For example, a software licence will usually include a warranties section, and that warranties section should clarify what commitments the software vendor is giving in relation to the software. The vendor might warrant that the software is free of "serious" or "material" errors, or alternatively might warrant that a particular type of bug is absent from the software.

In line with the position in the wider EU and internationally, computer programs are protected under English law as copyright works. This protection covers both source code and object code, as well as programs expressed in intermediate languages (e.g. assembly or bytecode). Preparatory design materials for a computer program are also protected by copyright.

Consequently, all software-related contracts must consider questions of copyright. Where new software is being created under the contract, or software is being changed or upgraded, who will own the copyright? What licences of both pre-existing and new copyright works are required to enable each of the parties to fulfil their responsibilities and exercise their rights under the contract? What will happen if the software is found to infringe a third party's intellectual property rights? And what will happen if a third party infringes the rights in the software? These are key questions in most software contracts.

We supply a range of software contracts, developed over several years, including software licences, software development agreements, software maintenance agreements and software as a service agreements.