Ownership is written, not assumed
Assignment and IP-ownership provisions that put title where the deal intends — so commissioned code and contributions land with the party that paid for them.
PRACTICE · INTELLECTUAL PROPERTY
Software Licensing
The agreements that govern how software is sold, used, and integrated — SaaS subscriptions, end-user licenses, master service and reseller terms, and the open-source compliance underneath them. We draft and negotiate the ownership, warranty, indemnity, and use terms so the commercial deal and the IP both hold.
- Discipline
- Intellectual Property
- Engagement
- Software & SaaS agreements
- Counsel
- Christopher Moye
INTELLECTUAL PROPERTY
Ownership is written, not assumed
Assignment and IP-ownership provisions that put title where the deal intends — so commissioned code and contributions land with the party that paid for them.
The problem
A software agreement that looks standard can quietly assign your code, leave the indemnity open, or absorb an open-source license you never meant to accept.
Most software disputes are written into the contract before anyone signs: an ownership clause that follows the wrong party, a warranty with no limit, an indemnity that runs one direction, or a copyleft dependency pulled in without a compliance review. The terms decide the exposure — and they are settled in the drafting, not the dispute.
Principles · 01
How we draft the matter.
Every engagement is composed against these commitments. They shape the protections we add, the questions we ask, and the document that leaves the file.
Risk is allocated on purpose
Warranty, indemnity, and limitation-of-liability terms drafted as deliberate allocations of exposure, not boilerplate inherited from the other side's template.
Open source is cleared, not ignored
A compliance review of the dependencies, so a copyleft obligation does not surface as an exposure after the product has shipped.
What we watch · 02
What can break the matter.
These are the terms, structures, and practical risks that usually decide whether the work holds when the file is tested.
FOUNDERGC
Ownership and assignment
IP-ownership and written-assignment provisions for commissioned development and contributions, so the enterprise holds title to the software it paid to create.
GCENTERPRISE
Warranty, indemnity, and liability
The warranty scope, indemnity direction, and liability caps that allocate who bears the cost of infringement, defects, or downtime — negotiated, not defaulted.
FOUNDERENTERPRISE
Open-source compliance
Review of the open-source components in the stack and the obligations they carry, so a copyleft license does not reach into proprietary code unexpectedly.
The work · 03
Four steps. One engagement.
Each step is concrete; each step has a deliverable. The scope is defined, the matter moves, and the file closes.
- 01
Model and deal review
We confirm how the software is delivered — licensed copy, hosted service, or reseller arrangement — and the commercial terms, so the agreement matches what is actually being sold.
- 02
Terms summary
We reduce the deal to a short summary settling ownership, warranty, indemnity, and use scope — the points that carry the risk — before the long-form draft.
- 03
Drafting and open-source review
We draft the agreement in enforceable terms and review the open-source dependencies, so the document and the underlying code obligations are consistent.
- 04
Negotiation and execution
We negotiate the points that carry risk against the counterparty's redlines and prepare the agreement for signature, with the use, ownership, and indemnity terms settled.
Proof
What stands behind the work.
What stands behind the work — credentials and representative engagements, stated plainly.
Software licensing matters are handled by Christopher Moyé, Esq., who authors the firm's published writing on intellectual property.
Software and SaaS agreements, end-user licenses, master service and reseller terms, IP ownership and assignment provisions, and open-source compliance review.
Every agreement starts from a short terms summary settling ownership, warranty, indemnity, and use scope before the long-form draft.
Common questions
Questions clients ask.
Plain answers to the questions that come up most. If yours is not here, send the facts — we answer in writing.
- What is the difference between a software license and a SaaS agreement?
- A traditional software license grants the right to install and use a copy of the software. A SaaS agreement is a subscription to a hosted service — the customer never receives a copy, so the terms turn on uptime, data handling, security, and access rather than installation rights. We draft to the model you actually deliver, because the wrong template misstates what the customer is buying.
- Who owns the software when I hire a developer to build it?
- Not necessarily you. Under U.S. copyright law, an independent contractor often retains ownership of what they create unless there is a written assignment — the 'work made for hire' label alone does not always transfer rights for commissioned software. We use written assignment and ownership provisions so the party paying for the code actually owns it.
- Do I need to worry about open-source licenses in my product?
- Yes. Open-source components carry license obligations, and some 'copyleft' licenses can require you to release your own source code if their terms are triggered. A compliance review identifies which licenses are in your stack and what they obligate. We assess the dependencies and draft terms so an open-source license does not reach further into your product than you intend.
- What do indemnity and warranty clauses actually do in a software contract?
- A warranty is a promise about the software — that it performs as described, or that it does not infringe a third party's IP. An indemnity allocates who pays if that promise fails or a claim arrives. These clauses, with their limits and carve-outs, often decide who bears the cost when something goes wrong. We negotiate them deliberately rather than accepting the other side's defaults.
- Can your terms eliminate my liability if the software fails?
- No agreement removes risk entirely, and we do not represent that one will. Limitation-of-liability and disclaimer clauses allocate and cap exposure, and their enforceability depends on the facts and applicable law. We draft them to be clear and defensible, while being candid that a court, not the contract alone, decides how far they reach.
THE COMMERCIAL DEAL, DRAFTED TO HOLD
Draft the agreement before the deal moves.
Bring the license you are negotiating, the SaaS terms you are standing up, or the open-source exposure you need cleared. We draft and negotiate the ownership, indemnity, and use terms that carry the commercial deal.
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