IT Contracts

Supporting the IT industry entails the involvement and understanding of multiple branches of law, each requiring a tailored approach and a deep understanding of the industry to which these legal norms apply.

One such branch is corporate law, within whose framework companies align their mutual rights and obligations. Furthermore, labor law is a significant aspect, particularly the relationships between engaged developers participating in projects and their clients, who may range from large companies to small subcontractors or developers in need of support.

A key issue also includes the intellectual property of high-technology products created, specifically the rights to economically exploit these products, retained by the project participants. Depending on the type of contractual relationship with developers, it is common to also establish a contract for the commission of a copyright work, where the relationships between the contracting parties are meticulously defined. In foreign legal practice, rights to existing computer programs are managed through licensing agreements.

Although in Serbian law these contracts are reserved for industrial property rights, many principles from licensing agreements can also be applied to contracts regulating rights to software and other products or services in the high technology and communication industry. An integral part of any contract in this field, or a separate accompanying agreement, is the confidentiality agreement, which protects the business interests and information of the contracting parties, especially the client.

As software/computer programs are generally considered copyright works and only rarely meet the conditions for patentability, the process of securing evidence of priority in time is also a crucial segment of its protection and the future exercise of rights.

The Law on Copyright and Related Rights states that copyright is transferred by a Copyright Contract, which is the primary contractual relationship when discussing the transfer of copyright on a computer program. However, if the transfer concerns a computer program that is not yet completed at the time the contract is concluded, i.e., it does not yet exist, then a Contract for the Commission of a Computer Program (copyright work) can also be concluded. In this case, the subject of the contract is the transfer of a future instance of a copyright work that will be created, all according to the specifications and description of the transferred rights, which are part of the contract itself. This latter contract is as commonly used in practice as the copyright contract.

Copyright Contract – Contract for the Transfer/Assignment of Copyright on a Computer Program A Copyright Contract is concluded in written form and aims to transfer or assign copyright in its entirety. It includes: names of the contracting parties, title or identification of the copyright work, rights that are the subject of the transfer or assignment, the amount, method, and terms of payment of copyright compensation if agreed, as well as any content, geographical, and time limitations that may exist. The law allows the contracting parties to negotiate a fee or to agree on a free transfer of rights, provided that if the revenue generated from the use of the copyright work exceeds the costs of its use to a degree that would allow for the payment of copyright compensation, the author of the computer program has the right to request a modification of the copyright contract to negotiate compensation. The rule of interpretation of the provisions of a copyright contract – in case of doubts or interpretation about the content and scope of the rights that are transferred or assigned by the copyright contract, it is assumed that fewer rights are transferred or assigned. This provision sides with the author, which is one of the reasons why the transferred rights must be detailed and exhaustively listed.

Contract for the Commission of a Copyright Work – Computer Program The Contract for the Commission of a Copyright Work – also known as a Software Development Agreement – obliges the author to produce a copyright work for the client and to deliver a copy of it, in which case the client has the right to publish the work and to circulate the copy delivered by the author, while the author generally retains other copyright rights, unless otherwise specified in the contract. However, in this case, there is an exception that relates to computer programs unlike the general rule. If a computer program is produced based on a contract for the commission of a copyright work, the client acquires all rights to exploit the computer program, unless the contract specifies otherwise.

License Agreement In the Republic of Serbia, the License Agreement is defined as a legal transaction in which the licensor commits to grant the licensee, in whole or in part, the right to exploit an invention, technical knowledge and experience, trademark, pattern, or model, and the licensee commits to pay a certain fee for this. From this legal definition, we can conclude that the legislator intended this agreement to regulate the transfer of industrial property rights, specifically patents and trademarks, while the transfer of subjective copyright rights is tied to copyright contracts, as already explained.

However, in solutions common in other countries, the license agreement represents the basic form of arranging consent for the transfer of copyright rights. And due to the increasing frequency of cross-border copyright transactions on computer programs, right holders in the Republic of Serbia are often forced to enter into contractual relationships where the governing law is that of another country, and the contractual model they agree upon when entering into the relationship is precisely the license agreement.

Services:

  • License agreements
  • Service contracts
  • Business-technical cooperation agreements
  • Employment contracts
  • Intellectual property rights to high-tech products
  • NDA contracts
  • Contracts for the ordering of copyrighted work
  • Establishing copyright protection over computer programs and databases