IT Contracts and Intellectual Property Lawyers
DELCADE, a practice dedicated to drafting your IT contracts and protecting your software and intangible assets
Intangible assets (software, databases, domain names, technological knowledge) are today the principal source of value for digital businesses. Protecting them legally and exploiting them commercially calls for a fine command of contract law, intellectual property law and personal data law, together with the practices specific to the IT sector. A poorly drafted contract, an ill-scoped project or a poorly anticipated infringement risk can jeopardise years of development.
Our IT and Data lawyers advise software publishers, integrators and user companies on the full range of their contractual and intellectual property issues. We act in an advisory capacity to secure projects upstream, in audits to identify existing risks, and in litigation to defend our clients’ rights.
IT Contracts : Drafting, Negotiation and Risk Management
IT contracts (licences, SaaS contracts, custom development, outsourcing, hosting, maintenance and integration agreements) call for specific legal expertise and experience. An unclear allocation of responsibilities, a poorly drafted intellectual property clause or the absence of a service level agreement (SLA) can generate costly disputes and serious operational deadlocks.
We advise our clients on:
- Drafting and negotiating their IT contracts
- Reviewing the key clauses: delivery schedule, bug handling, open source, post-delivery commitments, liability, reversibility, intellectual property, personal data, confidentiality
- Framing relationships with IT subcontractors and providers
- Reviewing and auditing existing IT contracts
- Managing contractual disputes and termination procedures
Copyright, Protection and Commercialisation of Software
Software is protected by copyright from the moment it is created, but that protection requires a sound legal strategy to be fully enforceable and exploitable. From documenting rights through to international commercialisation, our lawyers safeguard the intangible assets of software publishers and developers.
Our work covers:
- Structuring intellectual property rights in software (copyright, sui generis database rights)
- Drafting software assignment and licence agreements
- Framing the use of open-source components and managing copyleft/viral licence
- Commercialising software in France and abroad
- Protecting source code and managing evidentiary escrow deposits
Trademark Law - Protection, Exploitation and Contracts
Trademarks are a strategic intangible asset for digital businesses, software publishers, platforms and technology providers. Protecting and exploiting them means anticipating the risks of availability, ownership, infringement and unauthorised use.
Our lawyers advise on:
- Protecting and securing trademarks and distinctive signs
- Drafting and negotiating trademark licence, assignment and use-authorisation agreements
- Analysing the risks of infringement and of harm to third-party rights
- Aligning trademarks, domain names and digital identity
Transactional Work (M&A and Private Equity)
Audits are an essential management tool for any company holding digital assets. They make it possible to assess contractual exposure, identify the rights held and the rights missing, and calmly prepare for a fundraising round, a sale or a strategic partnership.
Our audit work covers:
- Auditing IT contracts (identifying risks)
- Auditing intellectual property (mapping and verifying ownership of rights in software, databases, trademarks and domain names)
- Auditing contractual practices towards providers and subcontractors
Software Infringement and Litigation
Software infringement (unauthorised copying, unlawful decompilation, breach of the scope of a licence) is both a civil and a criminal offence. It may be suffered by your company or, conversely, alleged against it by a third party. In either case, the response must be swift, effective and well managed.
We act in connection with:
- Infringement actions before the civil and criminal courts
- Infringement-seizure procedures (saisie-contrefaçon) and emergency interim proceedings
- Defence where a client is accused of infringement or breach of licence
- Unfair competition and free-riding actions relating to digital matters
- Disputes over breaches of software terms of use (publisher audits)