Commercial law / Technology & IP
Notes on contracts, technology and IP
Practical notes by Ilya Shilov on software rights, commercial contracts and the documents behind a deal.
International contracts
Scope, payment, liability and exit terms.
SaaS contracts: what to agree with business customers
Subscription scope, support, data and exit. Align the contract with what your team can deliver.
Payment terms: milestones, acceptance and extra work
Three places where a contract can hold up payment. What to check before the project starts and how to agree workable terms.
Limitation of liability under English law: what to check in a contract
How to size a cap, test exclusions and negotiate the clause, with worked examples for both sides.
An overseas company sent you a contract: what to check before signing
Scope, payment, rights, liability and exit, with questions for buyers and sellers.
Rights in your product
Where the code came from, what you can give your customer and who handles claims.
Who owns AI-generated code?
Copyright, third-party licences, AI service terms and the warranties you give a customer.
Who owns code written by a contractor under English law?
Assignments, contributor maps, reusable components and what to collect at handover.
Who owns the features a customer pays you to build?
Payment alone does not transfer copyright under UK law. How suppliers can keep their platform and reusable code while giving customers the rights they need.
Software IP indemnities: what suppliers should agree before signing
Covered claims, carve-outs, defence, remedies and caps, with a sample exclusion clause.
Open-source components
Licence conditions, source code disclosure and customer promises.
Open-source software warranties: what suppliers should check before signing
MIT, Apache 2.0 and AGPLv3: what you can promise and when you must provide source code.
GPLv3 firmware in consumer devices: release checks and distributor warranties
Source delivery, installation information, signing keys and updates before launch.
More writing
I also publish English-law contract guides on Veqtor and Commercial Contracts Decoded on LinkedIn.