As every area of life becomes increasingly digital, IT contract law grows in importance. It draws on general civil law, copyright law, competition law and, increasingly, artificial intelligence. It covers, among other things, IT agreements, contracts for software licensing, development, leasing, maintenance and support — along with EU law and international dimensions. All of this poses major challenges for every business involved.
Drafting and reviewing contracts and Allgemeine Geschäftsbedingungen (general terms and conditions) for the development, licensing, maintenance, and support of software. We give every contract a legally sound classification — sales, contracts for work, leases or services — and make sure it withstands judicial review of standard terms under §§ 305 ff. BGB (German Civil Code).
Identifying the legal implications of EVB-IT contract types (standard contractual terms for IT procurement by German public authorities), of outsourcing and application service providing (ASP/SaaS), and of provider agreements and system supply contracts. We name the risks before they become disputes — from the scoping of deliverables through SLAs to exit management.
Available protection for software — under copyright law pursuant to §§ 69a ff. UrhG (German Copyright Act) as well as by contract, for example through source code escrow. Plus practical solutions for performance failures and the enforcement of claims: cure, price reduction, rescission and damages — out of court and in court alike.
Where software meets artificial intelligence, the contract needs to address its own set of questions: training data, output rights, liability, and transparency obligations. We draft these clauses together with our team for AI & legal tech — so that IT contract law and AI compliance fit together.
With AI support, extensive contract documentation can be reviewed and structured considerably faster. We pass the resulting time savings on to our clients directly — while the legal review and ultimate responsibility always remain with us.
That depends on the subject matter of the contract. German case law treats the permanent licensing of standard software as governed by sales law, custom development as a rule by the law on contracts for work (Werkvertrag), and provision as “Software-as-a-Service” as governed by lease law. Acceptance, warranty, and limitation periods all depend on this classification — which is why we determine it at the outset of every drafting engagement.
At a minimum: committed availability, response and recovery times, a verifiable measurement method, escalation paths, and clear legal consequences for falling short — such as service credits or a price reduction. Just as decisive is a clean delineation between support, maintenance, and further development, because that is where most conflicts arise.
Absent an express agreement, the rights of use under copyright law often remain with the contractor — even where the customer paid for the development. The scope and nature of the rights granted should therefore be clearly agreed (§§ 31, 69a ff. UrhG), as should the handling of the source code.
An escrow arrangement makes sense if you depend on custom-developed software over the long term and want to be protected in the event of the provider's insolvency or discontinuation. The escrow agreement governs the conditions under which the code is released to you — we draft and review those conditions.
Depending on the type of contract, you may be entitled to cure, price reduction, rescission and damages. In practice, it comes down to doing the right thing at the right time: setting deadlines, thorough documentation, and preservation of evidence. We assess the prospects of success soberly and enforce claims — negotiated where possible, and in court where necessary.
