Software IP Ownership - Chain of Title, Contractual Risks & Practical Solutions

Introduction

Software ownership is rarely as straightforward as the contract suggests. Software may be developed by founders, employees, consultants, outsourced teams and third-party suppliers, with open-source components and AI-assisted development increasingly forming part of the development process. If the contractual arrangements do not accurately reflect how the software was created, gaps in the chain of title can arise and remain hidden until investment, acquisition, commercialisation or a dispute brings them to light.

For practitioners drafting and negotiating software development, SaaS and related technology agreements, identifying who owns the underlying IP and what the client merely has permission to use is essential. A failure to establish the ownership position at the outset can create significant legal and commercial risks and complicate future transactions.

This practical short webinar examines the key IP ownership issues arising in software development and technology transactions. Using practical examples and recurring issues, it will consider how to establish what the client actually owns, identify potential gaps in the chain of title, assess the risks created by employees, contractors, suppliers, open-source software and AI-assisted development and address those risks effectively through contractual provisions.

By the end of the webinar, delegates will be better equipped to identify ownership risks, test whether contractual arrangements properly protect the client's position and draft and negotiate agreements that provide greater certainty over software IP ownership.

What You Will Learn

The webinar will cover the following:

• Establishing who actually owns the software, distinguishing between ownership, assignment and licensing across software created by founders, employees, consultants, agencies and outsourced developers
• Identifying and addressing breaks in the contractual chain of title, including where documentation does not reflect how the software was actually developed and the implications for investment, acquisition, commercialisation and due diligence
• Drafting effectively for outsourced and collaborative development, including provisions covering background IP, newly created IP, subcontractors, future rights, third-party materials, source-code delivery, further assurance and ongoing exploitation and development rights
• Managing risks arising from third-party materials, open-source software and AI-assisted development, including provenance, licensing, confidentiality and third-party rights
• Using warranties, indemnities, confidentiality and liability provisions effectively to allocate IP risk without relying on contractual protections as a substitute for establishing ownership and provenance
• Applying a practical chain-of-title test to assess whether the client can demonstrate that it owns, or has sufficient rights to use and commercialise, the material components of its software product