Common shapes of the dispute
Implementation disputes usually center on whether the delivered system met the specifications and acceptance criteria in the contract, and on whether delays came from the vendor or from changes the customer requested. License audits raise questions about how usage is measured, which product terms apply, and whether the vendor's reading matches what was negotiated. Ownership fights over custom code surprise many companies: paying for development does not by itself transfer copyright, and most commissioned software needs a written assignment to belong to the client. SaaS relationships add questions about data access, service levels, and the return of data when the relationship ends. The contract usually frames all of this.
Paperwork and data to keep
Gather the master agreement, statements of work, change orders, acceptance sign-offs, and service level reports, along with the proposal or demo materials that shaped your expectations. Ticketing systems, project management tools, and email threads with the vendor often show when problems were reported and how they were handled. If you are facing an audit, keep deployment records and license keys, and avoid handing over data beyond what the contract requires before discussing it with counsel. Make sure you have a current export of your own data and know how to obtain source code or escrow materials if the agreement provides for them. Keep these records within company systems.
Options before anyone sues
Many software agreements require escalation to executives, mediation, or arbitration before a lawsuit, and some set short periods for raising warranty claims. Limitation of liability clauses often cap damages and exclude lost profits, which affects whether litigation is worthwhile. In a first conversation we review the agreement, the history of the project or audit, and your business needs, such as keeping the system running while the dispute is resolved or moving to a new provider. We discuss whether to negotiate a fix, withhold payment, terminate, or prepare a claim, and the risks each step carries under the contract. Acting without that review can turn a strong position into a breach.
