Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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A software development agreement that makes your company the owner of the code, design and documentation: scope of work, acceptance, IP assignment, open source and confidentiality. Download the free developer contract template or order an agreement tailored to your product and your investor.
Since 2012 · 50+ jurisdictions · contracts in English, Ukrainian and Russian · free DOCX template
In brief
- A software development agreement sets out what exactly the developer builds, how you accept the work, how much and when you pay, and who owns the code. For a startup the last point matters most: investors check ownership of the product during due diligence.
- Under Ukrainian law, economic (property) rights to a work created on commission pass to the client in full from the moment of creation, unless the contract provides otherwise: Article 440(4) of the Civil Code of Ukraine and Article 15 of Law No. 2811-IX on copyright. An original computer program in source or object code is protected as a work (Articles 6 and 20 of Law No. 2811-IX).
- Under Ukrainian law, a contract disposing of intellectual property rights must be made in written or electronic form, otherwise it is void (Article 1107 of the Civil Code of Ukraine). Rights to a result that does not yet exist cannot be transferred by a standalone IP assignment agreement (Article 1113 of the Civil Code), so rights to future code are secured in the commissioning contract and the acceptance certificates.
- Under US law, code written by a contractor is usually not a work made for hire: for commissioned works that status is available only in nine categories listed in 17 U.S.C. § 101. So the contract needs a written transfer of rights (IP assignment) signed by the rights holder, as 17 U.S.C. § 204(a) requires.
- The free Crystal Tax template covers the basics. We draft agreements for your specific product, bilingual texts, contracts under foreign law or to investor requirements on a turnkey basis: in our experience, a new agreement usually takes 3–7 business days, and the timeline depends on the case and the course of negotiations.
Your situation
Pick the situation closest to yours: a short outline of the route and the first step.
Hiring a freelance sole proprietor (FOP) to build an MVP
A freelance developer contract on commission terms with a specification, milestones and acceptance certificates. Each certificate records which rights to that milestone pass to the company. First step: describe the product and the milestones.
Example. A founder hires two developers registered as sole proprietors (FOP) to build a mobile app. We prepare a commissioning contract in Ukrainian and English, sprint acceptance certificates and a separate open-source consent.
Discuss this case →A studio writes the code, with its own developers and subcontractors
We check the chain of title: the studio's employees and subcontractors must assign their rights to the studio, and the studio to you. The contract includes the studio's warranty and its duty to provide proof.
Example. A startup orders a web platform from an outsourcing company. We add a warranty of title, delivery of the source code and repository, and indemnification if a third party brings a claim.
Discuss this case →Preparing for an investor or moving to Delaware
We collect all developer contracts, find the gaps and sign confirmatory IP assignment agreements that transfer the existing code to the new company.
Example. A team built the product for two years through sole proprietors (FOP) with no contracts. Before the round we prepare contractor IP assignment agreements transferring the existing code to the US corporation, plus an open-source list for the data room.
Discuss this case →Working with a developer abroad
We choose the governing law and the forum for disputes, and check local rules on transfer of rights and taxes on payments. We draft the text in English, with a translation if needed.
Example. A Ukrainian company hires a developer from Poland. The contract is governed by Ukrainian law, with an IP assignment in English and a clause on the contractor's tax residence.
Discuss this case →The developer asks for equity instead of part of the fee
We split this into two documents: a development agreement with IP assignment and an equity agreement with vesting. That way, rights to the code do not depend on any dispute over the equity.
Example. A technical co-founder receives 10 percent vesting over 4 years. We prepare an IP assignment agreement and a shareholders' agreement with good leaver and bad leaver terms.
Discuss this case →What to include in a software development agreement
A good software development agreement answers six questions: what we build, how we accept it, how much we pay, who owns the result, what third-party code may be used, and what must stay confidential.
- Subject and scope of work. Specification, milestones, deadlines, tech stack, and what counts as the deliverable: source code, object code, documentation, design, access to the repository and servers.
- Acceptance. Who reviews each milestone and within how many days, what counts as a defect, how many rounds of revisions the price includes, and when work is deemed accepted without a signed certificate if the client stays silent.
- Payment. Fixed price per milestone or an hourly rate with time reports, currency, payment terms, and who pays taxes and bank fees.
- Rights to the code. Which economic rights pass, to what extent, for which territory and term, and at what moment: on creation, on signing the acceptance certificate or on payment. Treat design and graphics separately: under Article 15 of Ukrainian Law No. 2811-IX, economic rights to a work of fine art created on commission stay with the author unless the contract or the law provides otherwise. The exception is a work created specifically as an element of a computer program. So it is better to state the transfer of rights to graphics expressly.
- Open source and third-party libraries. A list of permitted licenses, a ban on copyleft licenses such as the GPL or a requirement to approve them, and the contractor's duty to keep a list of the components used.
- Confidentiality and non-compete. What counts as confidential, how long it lasts after the contract ends, and a ban on poaching employees and clients. Under Ukrainian law, a term in a commissioning contract that restricts the author's right to create other works is void (Article 1112 of the Civil Code), so we draft restrictions narrowly.
- Liability and disputes. The contractor's warranty that it has the right to transfer the rights and does not infringe anyone else's, indemnification against third-party claims, a penalty for delay, governing law, and court or arbitration.
Common mistakes in developer contracts
- No contract, only messages and invoices. Without a written contract it is hard for the company to prove that the rights to the code passed to it, and an investor will flag the risk at the first due diligence question.
- The text says the contractor transfers all rights to the program. Under Ukrainian law, rights to a result that does not yet exist cannot be transferred by a standalone assignment agreement. Rights to future code are secured in the commissioning contract, and the transfer is recorded in acceptance certificates for each milestone.
- Subcontractors are forgotten. A studio can transfer to you only the rights it received from its own employees and contractors. You need a warranty and a way to check the chain of title.
- Design and copy are left out of the contract. Mockups, icons and interface text are made by other people. Their rights are also transferred by contract.
- No open-source list. A GPL library inside a proprietary product may require you to disclose the source code when you distribute the program. Any buyer of the business asks for the list of components and their licenses.
- References to the Commercial Code. The Commercial Code of Ukraine ceased to have effect on 28.08.2025, so references to it in templates should be replaced.
Free software development agreement template
A developer contract template for software development with assignment of economic rights to the code: subject and specification, milestones and acceptance, payment, rights to code and design, open source, confidentiality, liability, disputes. Fields to fill in are highlighted. Leave your name and e-mail, and the DOCX link opens right away.
Software development agreement template
DOCX in English, Ukrainian or Russian. Free, the link opens right after you submit.
The template covers the basics. For your product and your investor, order a turnkey agreement.
How we draft your developer agreement
The template fits a simple project with one contractor under Ukrainian law. When the product is expensive, there are several contractors, the governing law is foreign or a funding round is coming, we draft the agreement on a turnkey basis.
From you we need a product description, details of the parties and answers to our questions. In our experience, reviewing a contractor's draft usually takes 1–3 business days, and a new agreement 3–7 business days. The timeline depends on the case and the course of negotiations.
Code ownership under Ukrainian and US law: reference
| Question | Ukraine | USA |
|---|---|---|
| Who owns code created on commission | The client, in full from the moment of creation, unless the contract provides otherwise: Article 440(4) of the Civil Code, Article 15 of Law No. 2811-IX | The contractor, until it assigns the rights in writing: code usually falls outside the nine work made for hire categories in 17 U.S.C. § 101 |
| Code written by an employee | Economic rights to a work made in the course of employment pass to the employer from the moment of creation, unless the employment or other contract provides otherwise: Article 14 of Law No. 2811-IX | Work made for hire: the employer owns the rights if the code was created within the scope of employment |
| Form of contract | Written or electronic, otherwise the contract is void: Article 1107 of the Civil Code | A transfer of rights is valid if it is in writing and signed by the rights holder: 17 U.S.C. § 204(a) |
| Authorship | Moral rights, including the right to be named, stay with the author: Article 15 of Law No. 2811-IX | Federal law grants authors' moral rights only for works of visual art (17 U.S.C. § 106A), so for code the terms are set in the contract |
| What is not protected | Ideas and principles, algorithms, logic schemes and programming languages. The graphical interface, set of functions and file formats are not treated as a form of expression of the program: Article 20 of Law No. 2811-IX | Ideas, procedures, methods of operation and systems: 17 U.S.C. § 102(b) |
A Diia.City resident can sign gig contracts with developers: by law, economic rights to the result belong to the client unless the gig contract provides otherwise (Article 24 of Law No. 1667-IX).
How to order a software development agreement
Write two or three sentences: what the product is, who the developer is and in which country, and whether you already have a draft contract. We assess the task within one business day and suggest a format: review of the contractor's draft, a new agreement or a document package for a funding round. The first 10-minute call is free, and a detailed 30-minute consultation costs €100.
Other legal services
Sources
Civil Code of Ukraine, articles 430, 440, 1107, 1112, 1113; Law of Ukraine No. 2811-IX On Copyright and Related Rights, articles 6, 14, 15, 20; Law of Ukraine No. 1667-IX On Stimulating the Development of the Digital Economy in Ukraine (Diia.City), article 24; 17 U.S.C. § 101, definition of work made for hire; 17 U.S.C. § 204(a), execution of transfers of copyright ownership; 17 U.S.C. § 102(b), § 106A. Checked and updated on 27.09.2026.
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Frequently asked questions
Who owns the code if there is no contract with the developer?
Can rights to code that has not been written yet be transferred?
How does a contract with a sole proprietor (FOP) differ from one with an employee?
Should a software development agreement mention open source?
Will a Ukrainian contract work for a US investor?
Can I prohibit a developer from working for competitors?
Can the agreement be signed electronically?
How much does a custom software development agreement cost?
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