Software Licensing

Protect your rights in IT contracts. Get expert legal help for software licensing disputes.

Sometimes companies have disputes over intellectual property contracts. The resolution of such issues has its own peculiarities. Successful resolution of such disputes requires the assistance of a lawyer who is competent in matters of license agreements and software development contracts.

Why Your Business Needs a Strong Software Licensing Agreement

With Belarus’ booming IT industry, clear software licensing agreements are essential—especially for Hi-Tech Park residents and companies relying on proprietary software. These contracts let you grant usage rights without giving up ownership, protecting your core assets and revenue.

Belarusian law offers added options for HTP residents, allowing full or partial licensing, user permissions, or broader IP management under the Civil Code. A well-crafted agreement limits risks, defines obligations, and supports growth. Legal guidance ensures your contracts safeguard your software and maximize its commercial value.

Types of Software Licenses in Belarus and in Practice

Belarusian law recognizes two main forms of license agreements. A non-exclusive license lets the owner keep using the software and issue the same rights to others. An exclusive license means those rights go only to one licensee, blocking use or transfer to third parties.

Features of the conclusion

In practice, licensing goes beyond these strict legal categories. Businesses often rely on commercial, shareware, open source, or freeware models. Each has its own rules on ownership, costs, and whether the software can be modified without approval.

Before using any software, a user must check if their intended use matches the license terms. If the owner plans to license multiple users, they’ll choose a non-exclusive agreement. For single-user rights, they’ll opt for an exclusive license.

Poorly drafted agreements can backfire, accidentally giving competitors rights to your software. That’s why it’s essential to have contracts precisely tailored by legal experts. Our team knows Belarusian intellectual property law inside out and provides comprehensive support in drafting software and IP agreements.

Features of the conclusion of a license agreement

The copyright holder of the exclusive right to an intellectual property object may allow another person to use the object under a license agreement. The parties to the license agreement are called the Licensor (this is the copyright holder who authorizes the use of the object to another person) and the Licensee is the person to whom the copyright holder authorizes the use of the intellectual property object.

License Types

Terms of the license agreement

The license agreement between the companies should always provide for remuneration in favor of the licensor.

The contract usually includes conditions on the validity period of the license agreement and the territory in which it operates. When there are no such conditions in the contract, it is considered that, accordingly, the contract with the author is concluded for three years and is valid within Belarus.

When concluding a license agreement with the author, it is necessary to provide in the agreement the ways of using the work by the licensee.

A simple (non-exclusive) license

The licensor may transfer the right to use the intellectual property object under the license agreement and at the same time retain the right to use and transfer the right to use to other persons. This is called a “simple (non-exclusive) license”.

Exclusive license

When the licensor simultaneously transfers the right to use an intellectual property object and refuses to transfer this right to other persons, retains the right to use the object in the part that he did not transfer to the licensee, this is called an “exclusive license”. The exclusive license must be specified in the text of the contract. By default, the license is simple (non-exclusive).

License Registration

In the State Register of License Agreements, it is necessary to register license agreements granting the right to use inventions, utility models, industrial designs, plant varieties, integrated circuit topologies, and trademarks and service marks protected in Belarus.

Such agreements are valid from the date of their registration with the patent authority. In Belarus, this is a state institution, the National Intellectual Property Center.

Belarusian legislation does not require the name of a software development contract. From the point of view of the relations between the parties to the contract for the performance of work and the transfer of its result, the norms on the contract are suitable. Under such an agreement, one party (contractor), on the order of the other party (customer), performs the work specified in the contract and delivers it to the customer within a certain period of time. The customer accepts and pays for the work.

Type of software development agreement

When the contractor is an individual, it is possible to conclude an agreement with him on the creation and use of the results of intellectual activity.

When developing software, you can formalize a relationship with the customer with an agreement on the performance of technological work.

Contract disputes

The contract provides for the following: at whose expense and by whose forces the work is being done; whether the contractor has the right to involve subcontractors; the price of the contract; the procedure for checking the progress and quality of work by the customer; the contractor’s obligation to eliminate the shortcomings of the work performed at his own expense, etc.

Our experienced lawyers will guide you on the terms of the software development agreement.

Since a computer program is an object of intellectual property and copyright, in relation to the disposal and transfer of software to the customer, it is necessary to use the provisions on the disposal of the exclusive right.

What disputes may arise under license agreements and software development agreements

Most often, disputes are related to the quality of the work performed: the elimination of deficiencies within the agreed time frame, timely software improvements and collection of payment for the work performed.

Disputes under contracts are resolved in a mandatory pre-trial procedure, usually a claim procedure, unless a different procedure is provided for in the contract.

When a dispute is considered in court, the court analyzes the contract for compliance with legal requirements. When a software development license agreement does not meet, for example, the requirements for such an agreement, the court will refuse to resolve the dispute. Our lawyers will study all the documents, advise you on possible prospects for resolving the dispute and represent your interests in court and other government agencies.

Our Services

Contract Review & Recommendations

We analyze your software licensing and development agreements, then provide clear advice on updating them to better protect your business and reduce legal or financial risks.

Drafting Tailored Agreements

We create licensing or software development contracts designed around your business needs, minimizing disputes and ensuring your intellectual property stays secure.

Negotiating with Partners

We handle talks with your business partners to settle disagreements tied to licensing or development contracts, preserving relationships while protecting your interests.

Preparing for Court

We draft all necessary documents for court disputes over software or licensing contracts, building a solid foundation for your case.

Court Representation

Our attorneys represent you in court proceedings, vigorously defending your rights in conflicts over software licensing or development agreements.

Key Mistakes and Legal Risks in Software Licensing Contracts

Exclusive License Oversight

Granting an exclusive license while planning to keep using the software yourself leads to breaches and costly disputes over who really controls the rights.

Unclear Restrictions

Failing to specify what the licensee cannot do opens the door to misuse, sublicensing, or distribution beyond what your business intended.

Perpetual Agreements

Listing a license as unlimited in time can backfire, tying your hands indefinitely and complicating future business strategies or software updates.

Free Deals Between Companies

Signing a royalty-free contract between commercial entities often triggers tax scrutiny and questions on fair market value, risking penalties.

No Transfer Acceptance Act

Skipping a formal acceptance act where required means you may struggle to prove the license or software was legally delivered, weakening your position.

No Governing Law Chosen

Not specifying applicable law leads to confusion over which country’s rules control disputes, increasing costs and legal uncertainty.

Unknown Software Author

If the software’s creator isn’t clear, you risk infringement claims or challenges to your right to use or modify the product.

Ignoring Specific OS Licenses

Using software without checking its open source license terms could violate obligations, exposing your company to claims or forced code disclosure.

License Term Changes

If the licensor changes license terms later, you might lose key rights or face new costs, hurting product plans or profits.

Incompatible Open Source Mix

Combining different open source components without checking license compatibility can block commercialization or force you to release proprietary code.

Key Points on Trademark Licensing Agreements

Parties to the Agreement

The trademark owner is the Licensor; the user is the Licensee. Clearly defining these roles ensures each party’s rights and responsibilities are legally secure.

Trademark Must Be Valid

Your trademark must be active and not expired. You can’t license rights tied to a mark that’s lapsed or cancelled.

Country of Registration Matters

A license is only valid where your trademark is registered. You can’t grant rights in a country without a local registration.

Exclusive or Non-Exclusive

Decide carefully: an exclusive license means you can’t use the trademark yourself in that territory. A non-exclusive lets you use it and license others.

Define Territory

You don’t have to license the mark across all Belarus. You can limit use to specific regions or cities, tailoring the deal to your goals.

Financial Terms

The contract must set payment—either a one-time fee (lump sum) or recurring royalties. You can also use independent valuation to base fair compensation.

Duration of License

The contract must set payment—either a one-time fee (lump sum) or recurring royalties. You can also use independent valuation to base fair compensation.

Duration of License

Set the term clearly. It could be a year, five years, or the entire remaining life of the trademark. This is fully negotiable.

No Free Licenses Between Companies

Belarusian law bars royalty-free licenses between commercial entities. Payment must be structured to avoid tax and legal issues.

Scope by Nice Classes

You can license the trademark for only certain Nice Classification classes, not necessarily all classes it’s registered under.

Sublicensing Rights

Spell out whether the Licensee can grant sublicenses. It may be outright allowed or require the Licensor’s written consent.

Registration Effective Date

The license becomes enforceable only after it’s registered with Belarus’ National Center of Intellectual Property.

Registration Time Frame

Expect about one month to complete the license registration process, which is required for the agreement to take legal effect.

Why us?

Deep Local Knowledge

We know local laws, regulations, and business customs inside out, giving your case an edge and helping you navigate complex local requirements with total confidence.

Clear Communication

We explain legal options in straightforward language, keep you updated at every step, and ensure you always understand how decisions impact your business.

Transparency

No hidden fees or surprises—just clear terms, honest assessments, and realistic timelines so you can plan with certainty and trust our guidance completely.

Specialized Practice Areas

Our firm focuses on key areas like IP, contracts, and dispute resolution, bringing targeted expertise that translates to smarter, more effective solutions for you.

International Reach

Whether your issues cross borders or involve foreign partners, we handle international legal matters seamlessly, protecting your interests on a global scale.

Proactive Approach

We don’t just react—we identify risks early, advise on preventative steps, and help structure deals to avoid costly disputes later.

FAQ

What is a license agreement and why is it necessary?

A license agreement legally allows someone to use your intellectual property under set conditions. It protects your rights, ensures fair use, and helps avoid costly conflicts.

What key points matter when signing a license agreement?

Define the IP clearly, set the term, territory, payment, and rights—like whether it’s exclusive. These details prevent misunderstandings and secure your interests under the law.

Why do problems arise in enforcing a license agreement?

Most disputes stem from vague terms, unclear payment rules, or misuse of the licensed asset. A poorly drafted contract leaves loopholes that fuel conflicts and lawsuits.

What should you do if license terms are breached?

Send a formal demand to fix the breach and claim damages. If unresolved, file a lawsuit. Strong evidence and a well-drafted contract increase your chance of winning.

What’s unique about software license agreements?

Software licensing must address source code use, modifications, distribution, and third-party rights. It requires extra care to protect IP and meet copyright laws on software specifics.

Why work with professionals on license agreements?

Experienced attorneys draft precise agreements, spot risks, and handle enforcement, saving you from disputes. They also streamline deals involving foreign partners and complex IP rights.

How can you get expert help with licensing?

Contact our firm for a tailored consultation. We’ll draft or review your agreement, ensure compliance with Belarusian and international law, and protect your business at every step.

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Legal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
E-mail

info@ambylegal.by
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Office: 1 Krasnaya str., Minsk, Republic of Belarus Postal address: 1 Krasnaya str., Minsk, Republic of Belarus
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