Software & Licensing Agreements

We advise Florida businesses on the full range of software and technology agreement matters, from drafting the agreements that govern how the business licenses its own software or technology to customers, to reviewing and negotiating the vendor agreements the business signs to access tools, platforms, and services it depends on to operate.

The most important provisions in a software agreement are rarely the ones that are negotiated. Ownership of data, indemnification for third-party claims, limitations on liability, and the right to terminate are the provisions that determine the legal outcome when the relationship goes wrong, and those are the ones most businesses accept without review.

• Software License Agreement Drafting: drafting agreements that govern how the business licenses its software, platform, or technology to customers, defining use rights, restrictions, fees, and the business's obligations.
• SaaS Agreement Drafting and Review: drafting and reviewing software as a service agreements for both providers and customers, addressing uptime commitments, data handling, termination rights, and liability.
• Vendor and Technology Contract Review: reviewing agreements presented by software vendors and technology providers to identify provisions that create unacceptable risk before the business signs.
• API and Integration Agreements: drafting and reviewing agreements that govern API access, data exchange, and system integration between the business and third-party platforms.
• Software Development Agreements: drafting agreements with developers and development firms that clearly define ownership of the code created, deliverable specifications, and the business's rights if the project fails.
• Technology Disputes: advising on and pursuing resolution of disputes arising from software agreements, including license violations, development failures, and data loss claims.

A software license agreement defines the terms under which the business's software can be used, and the limits of that use. Without a well-drafted license agreement, a business that has invested significantly in building proprietary software has limited ability to control how that software is used, prevent unauthorized copying or distribution, or pursue remedies when a licensee exceeds the scope of the license.

We draft software license agreements that clearly define the scope of the license, the restrictions on use, and the business's remedies when a licensee violates the terms, so the business retains meaningful control over its technology and the revenue it generates.

• License scope and use restrictions: defining precisely what the licensee is permitted to do with the software and what is expressly prohibited.
• Seat, user, and deployment limitations: structuring the license to capture the full value of how the software is actually used rather than leaving revenue on the table.
• Ownership and reservation of rights: making clear that the licensor retains all ownership of the software and that the license conveys only the specific rights granted.
• License audit rights: preserving the business's ability to verify compliance with license terms and pursue claims for underpayment or unauthorized use.

SaaS agreements present a distinct set of legal issues from traditional software licenses. The customer is not receiving a copy of the software but access to a service, and the terms governing that service define uptime obligations, data handling, termination rights, and what happens to the customer's data when the relationship ends. Most SaaS agreements presented by vendors are written entirely in the vendor's favor on all of these issues.

We draft SaaS agreements for software providers and review them for customers, ensuring the terms reflect the actual risk allocation of the relationship rather than a one-sided set of vendor protections the customer accepted without understanding.

• Service level commitments and remedies: defining uptime obligations, scheduled maintenance windows, and the customer's remedies when availability falls below the committed level.
• Data ownership and portability: ensuring the customer retains ownership of its data and has the right to export it in a usable format upon termination.
• Termination and transition rights: defining the conditions under which either party can terminate and what access and data rights survive termination.
• Security and compliance obligations: ensuring the vendor's security obligations match the sensitivity of the data the SaaS platform will process on the customer's behalf.

Software development agreements are among the most frequently disputed technology contracts. Scope creep, missed deadlines, ownership disputes over the code produced, and disagreements about what the finished product was supposed to do are all issues that arise when the agreement was not drafted with enough precision to answer the question the dispute is actually about.

We draft software development agreements that define deliverables, timelines, ownership of the work product, and the business's remedies when a developer does not deliver what was agreed, so the business is protected whether the project succeeds or fails.

• Work for hire and ownership provisions: ensuring the business owns the code, designs, and other work product created under the agreement, not the developer.
• Deliverable specifications and acceptance testing: defining what the finished product must do and the process for confirming it meets those requirements before final payment.
• Milestone and payment structure: tying payment to delivery of defined milestones rather than creating an obligation to pay regardless of whether the project is progressing.
• Source code escrow and access rights: ensuring the business has access to source code and can continue operating its software if the developer becomes unavailable.

Most technology vendor agreements are long, dense, and written entirely by the vendor's legal team. The provisions that matter most, indemnification for third-party claims arising from the vendor's software, limitations on the vendor's liability when the platform fails, and the vendor's rights to use the business's data, are often buried in terms the business accepted without reading. By the time a problem surfaces, the business is bound by terms that give it little meaningful recourse.

We review technology vendor agreements before the business signs, identifying the provisions that create unacceptable risk and negotiating changes that give the business meaningful protection when the vendor does not perform.

• Limitation of liability analysis: identifying caps on the vendor's liability that are disproportionate to the potential harm the business could suffer if the platform fails.
• Indemnification provision review: ensuring the vendor indemnifies the business for claims arising from the vendor's own software, not the reverse.
• Data use and ownership terms: identifying provisions that give the vendor broad rights to use, share, or monetize the business's data without the business's consent.
• Termination and exit rights: ensuring the business can exit the relationship and retrieve its data without being locked into a platform that no longer serves its needs.

Software and technology agreement counsel that understands both the technology and the business context approaches the work differently from counsel that only knows standard contract forms. The agreement that protects a software business is one that was drafted around the specific technology, the customer relationships it governs, and the disputes that are most likely to arise given how the software is actually used.

Pomeranz Law provides practical, business-focused software and licensing counsel that helps Florida businesses enter technology relationships on terms that protect their interests and enforce those terms effectively when disputes arise.

• We draft agreements around your specific technology and how it is actually used, not generic templates that leave the important questions unanswered.
• We identify the risk in vendor agreements before the business signs and is bound by terms it did not understand.
• We pursue technology disputes efficiently: whether the issue is a license violation, a development failure, or a data loss claim.
• Transparent, practical counsel without the overhead of a large firm.