Disputes & business risks
Technology and data are often central business assets. We advise on commercial arrangements involving software, licensing, development, digital services and intellectual property.
Scope of our advice
Contracts should address ownership, permitted use, security, service levels, data access, subcontractors and exit. IP due diligence needs to distinguish owned rights from licences and dependencies. Personal-data processing requires a separate lawful framework.
What needs attention
Possession of code or data does not by itself establish a right to use it. Check employee and contractor assignments, open-source conditions and restrictions on transferring licences.
Rights, service performance and a usable exit
Technology contracts should distinguish ownership from permission to use and access. Software, patents, brands, designs, data and know-how have different legal characteristics. We examine employee and contractor contributions, third-party components, open-source terms and restrictions in licences. For services, specifications, implementation milestones, acceptance, support and security responsibilities need to be sufficiently clear to manage performance. A supplier’s marketing description is rarely a complete statement of the contractual functionality promised.
How the legal work is organised
The agreement should address the full lifecycle: procurement, implementation, operation, changes, incidents and exit. Data protection and cybersecurity workstreams are coordinated with service levels, subcontracting, liability and audit rights. AI-related arrangements require an understanding of the intended use, data flows and roles under the relevant rules. Exit provisions should make migration practical through export formats, assistance, access and continuity arrangements. In an acquisition, technology diligence connects rights ownership and contractual restrictions with the buyer’s intended use after completion.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Software development
A business commissions a bespoke system. We agree acceptance, rights, maintenance and access to materials needed if the supplier fails.
Practical approach. Acceptance should be linked to agreed tests, defect handling and milestones. The rights grant and access to documentation need to support maintenance and future changes, not merely initial deployment.
SaaS exit
A customer wants to change providers. We assess data export, assistance, charges and the risk of operational lock-in.
Practical approach. The migration plan should specify export formats, timing, support and charges. A general promise to return data may be insufficient if the customer cannot use the export in a replacement system.
IP acquisition
A target’s value depends on patents and brands. We verify ownership, territorial coverage, licences and disputed rights.
Practical approach. Verify the scope, status and chain of ownership and identify encumbrances or licences. The commercial review should ask whether the protected rights cover the products and territories that generate value.
AI procurement
A business introduces an AI service. We assess contractual risk, data use, transparency and the allocation of compliance responsibilities.
Practical approach. Map the proposed use and data before agreeing supplier terms. Contractual assurances should be matched to evidence, oversight and incident processes rather than treated as a complete compliance solution.
Preparing the first discussion
Provide development and licence agreements, technical specifications, architecture and data-flow information, component inventories and evidence of rights ownership. Explain which systems are business critical and what would happen if the supplier failed. For an acquisition, identify rights owned by founders, affiliates or contractors rather than assuming that everything used by the target belongs to it.
Related expertise
Commercial litigation · Arbitration & mediation · Restructuring & insolvency
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German legislation in translation. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.