Contract with a software house: code ownership, IP rights, warranty, SLA

A good contract protects both sides — and the project itself#

Most problems in IT projects aren't about code, but about unclear arrangements. Below are the key clauses worth having in a contract with a software house before work begins.

The most important clauses#

1. IP transfer and code ownership#

This is the most important point. The contract should clearly transfer the economic copyright to the code to you, on the listed fields of exploitation, upon payment. Otherwise you'll pay for software you don't formally own. Avoid vendor lock-in — the code, repository and access should be handed to you.

2. Scope, timeline and acceptance#

A precise scope (what's in, what's out), milestones, acceptance criteria and a change procedure. A clear definition of "done" eliminates disputes at the end.

3. Billing models#

Fixed Scope — with a clear scope you know the cost upfront. Time & Material (ours 120 PLN/h net) — for projects where scope may change. The contract should describe how extra work is billed.

4. Warranty#

The period during which the vendor fixes defects at no extra cost, plus response time. This is your safety net right after launch.

5. SLA and post-launch support#

If the system is critical, you need an SLA: incident response time, availability, maintenance scope. Our support packages start from 1,000 PLN net/month (24/7 monitoring, security updates, SLA-based response).

6. Confidentiality (NDA) and GDPR#

An NDA protects your data and know-how. If the vendor processes personal data, you need a data processing agreement compliant with GDPR.

7. Documentation and handover#

The contract should cover handover of documentation, access, the repository and deployment instructions — so another team could continue the work.

Red flags in a contract#

• No unambiguous transfer of code rights.
• A "license" instead of ownership where you pay for a custom system.
• No change and acceptance procedure.
• No warranty at all.

How we do it at MDS Software#

We hand over full code ownership — no vendor lock-in. The contract includes a clear scope, timeline, warranty and optional SLA. We process data in line with GDPR, under a data processing agreement.

Have a project to discuss?#

Describe it and we'll come back within 48 hours with a proposal and ranges.

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