Ownership of what gets built
Custom development deals often leave ownership vague, and the default rules may not match what the parties assumed. Code and other works written by an outside developer usually belong to the developer unless the contract assigns them, and an assignment of copyright has to be in writing. Developers commonly reuse their own preexisting tools across clients, so agreements often split ownership: the client owns the deliverables, while the developer keeps its background technology and grants a license to it. Data generated through use of a platform is another frequent gap, since the vendor may want to use it to improve its product.
Risk terms that decide real disputes
Most disputes under technology contracts turn on acceptance testing, service levels and the credits tied to them, warranties, indemnities for third-party IP claims, and limitations of liability. A cap on damages with no carve-outs may leave a data breach or an IP claim largely uncompensated, so the exceptions deserve attention. Open-source components in delivered code carry license terms of their own, some of which require sharing source code when software is distributed. Source code escrow can protect a customer if a vendor fails, but it helps only when the release conditions and update obligations are realistic. Agreements involving personal data usually need terms on security, breach notice, and where data may be stored, and some of those terms are set by privacy laws rather than by negotiation.
Reviewing the paper before signing
Before reviewing language, we ask how the technology will be used, which systems and data it touches, and what would happen to your business if it stopped working. Those answers decide which clauses to negotiate and which are acceptable as drafted. Bring the draft, the statement of work or order form, and any security or privacy questionnaires the other side has sent. A first review usually produces a short list of priority changes and a sense of which ones the counterparty is likely to resist.
