Client: Software Development Company (SaaS and AI Technologies)

Project: Development of a Software Development and IP Co-Ownership Agreement

Experts: Anna Kravchuk, Yuliia Khalaim

Outcome: Establishment of a contractual framework governing cooperation between the developer and investor, including joint ownership of intellectual property rights in the software

Project Overview

The client developed the concept of an innovative AI-powered software solution, conducted market research, and created the core modules and algorithms of the future product.

The project attracted the interest of an international partner willing to invest in the software’s further development and commercialization. The parties sought to establish a long-term cooperation model under which the investor would be responsible for bringing the product to market and commercializing it, while the developer would continue to participate in product development, maintenance, and technical support, and would receive a share of the revenue generated by the product.

Conventional software development agreements and standard licensing arrangements were insufficient to adequately reflect the parties’ commercial objectives and balance their respective interests.

Synergy IP provided comprehensive legal support and:

  • analysed the proposed business model between the developer and the investor;
  • assessed available mechanisms for the allocation and transfer of intellectual property rights in the software;
  • designed a tailored contractual framework reflecting the commercial interests of both parties;
  • established the rules governing joint ownership and exercise of intellectual property rights;
  • regulated the terms of further development, maintenance, support, and enhancement of the software;
  • developed a revenue-sharing mechanism for the product’s commercialization.

Result

As a result of the project, the parties entered into a bespoke hybrid agreement that established a framework for joint ownership of intellectual property rights in the software.

In particular, the agreement defined:

  • the rights and obligations of the parties throughout the development and commercialization stages;
  • the procedures for jointly exercising intellectual property rights;
  • the terms governing the use, licensing, and commercialization of the software;
  • the developer’s exclusive authority regarding further development, improvements, and technical support of the product;
  • the remuneration mechanism for the developer, including payments after the commencement of commercial exploitation of the software;
  • the allocation of revenues between the co-owners based on their agreed ownership interests.

This project demonstrates that successful software commercialization does not necessarily require a complete transfer of intellectual property rights. With appropriate legal structuring, investors and developers can combine capital, expertise, and joint ownership arrangements to support the growth of innovative technology products while ensuring that both parties benefit from their commercial success.