Most IT companies that reach out to us about a contract going wrong get to us at roughly the same point. A milestone has slipped, a payment has been withheld against a defect that may or may not be a defect, and somewhere in the background the question of who actually owns the source code has started circling. Often the parties sit in different jurisdictions — sometimes with an offshore entity in the chain — and nobody on either side particularly wants any of this in open court. Public proceedings would expose source code, technical documentation, customer data, commercial terms and IP rights — precisely the things the company spent the most effort protecting in the first place.
That is why, for most international IT contracts, the dispute ends up in arbitration rather than the state economic courts. The choice is usually the right one. The qualification is that arbitration only delivers what it promises when the clause was drafted with IT specifics in mind — and a great many clauses we see were not.
This guide covers four questions that come up regularly in our IT practice:
Written for investors, founders and executives running cross-border IT contracts where Belarus is on one side of the deal.
IT disputes – software development, gaming, fintech apps, blockchain solutions – are built on technical questions. Software architecture. Code quality. Acceptance criteria. Security standards. The scope of an IP licence. Arbitration’s biggest advantage over a state court is that the parties can pick arbitrators who have spent their careers in technology: lawyers and specialists with genuine sector experience. Belarus’s economic court judges, capable as they are, are not assigned by IT specialisation. When the central question is whether the software meets the spec, the expertise of the people reading the brief is decisive.
As of 2026, that is still the headline reason IT companies pick arbitration. Subject-matter fluency wins.
Arbitration is closed by default, and in IT disputes the parties almost always want it that way. The reason is obvious: source code, algorithms, customer data, commercial terms, know-how, product roadmaps. Public disclosure of any of that can do real damage – sometimes more than the underlying claim was worth.
A large share of Belarusian IT work is international by design. A local developer ships for foreign clients, distributes through app stores, licences products to non-residents. More elaborate structures show up too: tri-party arrangements, payment flows through third parties, holding companies in third jurisdictions.
For disputes from any of those scenarios, the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards gives the parties a reliable enforcement route. Belarus is a contracting state, alongside more than 170 others. Recognition of foreign court judgments, by contrast, depends on bilateral treaties and reciprocity – and in many cases offers no realistic path to enforcement at all.
The Rules of the IAC at the BelCCI and the rules of the major foreign institutions all let the parties tailor procedure to the dispute. For IT cases, that matters: digital evidence and access logs can be organised without rigid procedural rituals, and technical experts can be appointed by agreement. State procedural codes – written to handle every category of commercial dispute under one set of rules – give the parties far less room to move.
Parties can agree the composition of the tribunal in advance, which is a real chance to have the case heard by people with the right industry and technical background. The IAC at the BelCCI maintains a roster of arbitrators that includes practising lawyers and specialists with technology experience. Foreign institutions offer comparable selection mechanisms. Taken together, these advantages make arbitration not just an option for resolving IT disputes, but in most cases the right one.
The standard elements of an arbitration clause – seat, institution and rules, language, governing substantive law – work in IT contracts the way they work anywhere else. But IT specifics call for a handful of extra provisions.
Arbitration is confidential at baseline, but the clause can layer on additional protections for specific categories of material: restricted-access regimes for source code, copying prohibitions, return-and-destroy obligations at the end of the proceedings. These work in tandem with the company’s own trade-secret protection and non-compete enforcement framework, which is what gives the contractual NDA real teeth.
Most IT disputes need a technical expert. The clause can settle the question in advance: a single, independent expert appointed by the tribunal, or one expert per side. Better to decide it now than after the dispute has started.
Escrow – holding source code with a third party against defined release triggers – is a standard protective device in many software projects. The clause should bring it inside the arbitration: if a release-trigger dispute arises, the parties want it decided by the same tribunal, not in a separate proceeding involving the escrow agent.
A great many IT disputes turn on whether the deliverable meets the specification. Where the spec is documented in detail and the acceptance procedure has been agreed in advance, the tribunal has something concrete to work with. Where it has not, the dispute becomes a debate about what the parties “had in mind” – a much weaker position for whichever side bears the burden of proof.
The clause needs to put IP disputes – ownership, scope of rights, infringement – squarely inside the arbitration. Otherwise the tribunal may face jurisdictional objections precisely where they are least welcome.
The International Arbitration Court at the Belarusian Chamber of Commerce and Industry is the primary arbitral venue for cross-border disputes involving a Belarusian party. For most Belarusian IT companies – developers, SaaS providers, HTP residents with international contracts – it is the standard starting point.
Why the IAC rather than a state court?
Confidentiality. Court proceedings in Belarus are public. Arbitration is not. For IT disputes – where the file holds source code, technical documentation, and trade secrets – that distinction matters.
Enforcement. IAC awards are enforced domestically through the economic courts and internationally under the New York Convention, with more than 170 states on board. Collecting on an arbitral award in most countries is markedly easier than collecting on a Belarusian court judgment.
The tribunal. The parties pick the arbitrators. The IAC’s roster includes lawyers with real technology-sector experience. When the dispute turns on whether a software product matches the spec, that selection right is worth real money.
Switzerland, Sweden, Vienna, London, Hong Kong, Cyprus – these seats are regularly chosen for IT disputes involving Belarusian parties. Usually for specific reasons: one party is incorporated there, the corporate structure points to the seat, or the foreign counterparty insists on a neutral jurisdiction with deep tech-sector arbitration practice.
Foreign arbitration is more expensive and more logistically demanding. But sometimes it is exactly what the situation calls for – particularly where one party will not, on principle, accept a Belarusian institution.
There is no universally right answer. There is a right answer for each contract – and it is much easier to find before signing than after the dispute has started.
Here are the main eight, roughly in the order they tend to surface as relations between the parties deteriorate.
The most common category, and the most painful. Under Belarusian law – after the new edition of Section V of the Civil Code took effect on 19 November 2024 – exclusive rights in works created by an employee belong to the employer only where that is expressly provided in the employment contract or a separate agreement. For a contractor working under a civil-law contract, the rights stay with the contractor unless they have been transferred under the contract.
That makes the IP-transfer clause not a piece of legal housekeeping but a load-bearing wall of the contract. Tribunals interpret it constantly – and the outcome decides whether the customer actually owns the product they paid for.
When and on what conditions the source code is handed over. The fight here is usually not about what the contract says but about whether the event that triggers delivery has actually occurred. A mixed question of law and fact – and one that arbitrators with sector experience resolve more confidently than generalist judges.
The quality of the spec itself, and how the acceptance process was documented, frequently decide the case. These disputes are heavily fact-driven.
Non-payment, recovery of an advance, withholding against performance. The classic shape: the customer stops paying at milestone three of five, or the developer takes an advance and disappears. Limitation periods matter here – under Belarusian law, the general period is three years from the breach, and it has a quiet way of running out while the parties exchange increasingly polite emails.
Bugs, security vulnerabilities, performance shortfalls. What counts as a defect, what the warranty period is, who fixes it and at whose cost – all of it turns on the contract’s warranty regime and on how carefully the claims have been documented.
Uptime, availability, data integrity. SaaS contracts normally carry SLAs, and when the service falls short of the stated metrics, the dispute is about whether a breach has occurred, which carve-outs apply, and what the remedy is.
Leaked confidential material, use of disclosed information outside the permitted scope. Belarus’s trade-secret regime requires the holder to have taken reasonable steps to protect the information – a contractual NDA works, but only against the backdrop of an actual confidentiality regime inside the company.
Who owns the output if the developer used AI tools? What warranties attach to it? Can the customer resell it? Most contracts drafted before 2023 ignore the question altogether. Contracts drafted recently address it, but in language whose application to specific facts demands careful interpretation. WIPO has been tracking the IP implications of AI-generated content closely as the standards develop. This category is going to grow.
A few procedural points worth knowing in advance.
Evidence. Source code, commit history, version-control logs, test results, messenger chats – arbitration handles digital evidence without difficulty. Sensitive materials, including source code that nobody outside the tribunal should see, can be produced under restricted-access protocols.
Technical experts. Most IT cases cannot run without them. Either each side instructs its own, or the tribunal appoints a single independent expert. The first route is more expensive but gives the parties more control over the position presented. The second is cheaper but less predictable in outcome. Better to nail down the preference in the clause than to argue about it after the dispute has started.
Document disclosure. Broader than in continental court proceedings, narrower than US-style discovery. For IT cases, that middle ground is usually about right.
Language. Russian at the IAC at the BelCCI as a rule. English at the foreign institutions. Mixed-language technical documentation is the norm, and is normally handled through selective translation rather than wholesale conversion of the entire record.
IT disputes – technical subject matter, digital evidence, confidentiality demands, cross-border parties – make arbitration the natural forum. The state courts lose on almost every metric that matters in this context.
For disputes involving Belarusian IT companies, the IAC at the BelCCI is the default starting point. Foreign alternatives are chosen when there is a specific commercial reason to choose them.
But none of this works unless the arbitration clause was drafted properly and in advance. A generic clause pulled off the internet is not fit for an IT contract – it will not address confidentiality protocols, source-code handling, or technical-expert appointment. All of which is better drafted before signing, by people who have seen what IT arbitration looks like from the inside.
For IT disputes – including drafting and reviewing arbitration clauses in IT contracts and handling proceedings before the IAC at the BelCCI or foreign institutions – speak with the licensed advocates at AMBY Legal. This article is for general information and is not legal advice on any specific contract or dispute.
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