Contract Review and Recommendations
We analyse software licence and development agreements — identifying legal risks, unfavourable terms, and provisions that may not adequately protect the client's interests.
Software Licensing & Development Disputes
Licensed Belarusian advocates advising on software licence agreements, development contracts and related disputes — drafting, review and representation before Belarusian courts.
Our clients
Overview
Disputes arising from licence agreements and software development contracts have specific characteristics that distinguish them from general commercial disputes — involving copyright law, IP ownership mechanics, and the technical aspects of software delivery and acceptance. Successful resolution of such disputes requires an advocate with competence in both Belarusian intellectual property law and the contractual framework for software development.
AMBY Legal advises on licence agreements and software development contracts — including contract review, drafting, and representation in disputes before Belarusian courts.
Why Software Licensing Agreements Matter
A software licence agreement allows a rights holder to grant usage rights to another party while retaining ownership of the software. For IT companies — particularly HTP residents — licensing is a primary commercial instrument for monetising proprietary software without relinquishing control of the IP.
Belarusian law provides flexibility in structuring licence arrangements: full or partial licensing, exclusive or non-exclusive rights, user permissions, and broader IP management are all available under the Civil Code. A poorly drafted licence agreement may inadvertently grant competitors rights to proprietary software or leave the licensor exposed to claims it cannot enforce. AMBY Legal drafts and reviews software licence agreements — ensuring terms accurately reflect the parties’ intentions and are enforceable under Belarusian law.
Types of Software Licences Under Belarusian Law
Belarusian law recognises two principal forms of licence agreement. Under a non-exclusive (simple) licence, the licensor retains the right to use the software and to grant the same rights to other licensees simultaneously. Under an exclusive licence, the rights are transferred only to the one licensee — the licensor undertakes not to use or transfer those rights to others in the areas covered by the exclusive grant.
In commercial practice, software is also distributed under open source, shareware, freeware, and commercial licence models — each with its own rules on ownership, modification rights, distribution, and costs. Before using any software, the intended use must be verified against the applicable licence terms.
Licence Agreement: Key Features
The copyright holder of an exclusive right to an IP object may authorise another person to use that object under a licence agreement. The parties are the Licensor (the rights holder who grants the authorisation) and the Licensee (the party authorised to use the IP object). The licence agreement must always provide for remuneration in favour of the licensor.
Legal Review of IT Contracts
Professional drafting and legal review of IT contracts in Belarus with full expert legal support!
Terms of the Licence Agreement
A licence agreement typically includes: the remuneration payable to the licensor; the duration of the licence; and the territory within which the licence is valid. Where the agreement does not specify the duration, it is treated as concluded for three years (for agreements with the author). Where the territory is not specified, the licence is valid within Belarus. Where the agreement is concluded with the author, the permitted methods of use of the work must be expressly listed.
Non-Exclusive Licence
Under a non-exclusive (simple) licence, the licensor grants the right to use the IP object while simultaneously retaining the right to use it and to grant the same rights to other persons. This is the default licence type under Belarusian law — where the agreement does not expressly state that the licence is exclusive, it is treated as non-exclusive.
Exclusive Licence
Under an exclusive licence, the licensor grants the right to use the IP object to one licensee and undertakes not to transfer the same right to other persons. The licensor may retain the right to use the object in the parts not transferred to the licensee. An exclusive licence must be expressly stated in the agreement — it does not arise by default.
Licence Registration
Licence agreements granting rights to use inventions, utility models, industrial designs, plant varieties, integrated circuit topographies, and trademarks and service marks protected in Belarus must be registered in the State Register of Licence Agreements. Such agreements take effect from the date of registration with the National Intellectual Property Centre (NCIP).
Registration is not required for software copyright licence agreements — copyright arises automatically and does not require registration. However, registration may be advisable to establish a public record of the licence.
Software Development Agreement Types
Belarusian law does not prescribe a specific name for a software development agreement. The work contract (договор подряда) provisions of the Civil Code are commonly used — under which the contractor performs specified work and delivers it to the customer within the agreed period, and the customer accepts and pays for it. Where the contractor is an individual, the parties may also use an agreement on the creation and use of intellectual activity results under Article 986 of the Civil Code, or an agreement on the performance of technological work.
Software Development Contract Disputes
A software development agreement must address: at whose expense and by whose resources the work is performed; whether subcontractors may be engaged; the contract price; the procedure for the customer to check progress and quality; and the contractor’s obligation to rectify deficiencies at its own expense. Since a computer program is an object of copyright, the agreement must also include provisions on the disposal and transfer of the exclusive right to the software to the customer — without which the client may not obtain the rights they intended to acquire.
Common Disputes Under Licence and Software Development Agreements
The most common disputes concern: the quality of work performed — including failure to rectify deficiencies within the agreed timeframe; timely delivery of software improvements and updates; and non-payment or disputed payment for completed work.
Disputes under contracts between commercial entities are subject to a mandatory pre-trial claim procedure before court proceedings may be initiated. Where the dispute proceeds to court, the court examines the contract for compliance with statutory requirements. Where a software development or licence agreement does not meet the applicable legal requirements, the court may decline to resolve the dispute on its merits. AMBY Legal analyses the contractual documentation, advises on the prospects for dispute resolution, and represents clients before Belarusian courts and state authorities.
Our Services
Drafting Tailored Agreements
We draft licence agreements and software development contracts tailored to the specific arrangement — ensuring terms are clear, enforceable, and protect the client's IP.
Negotiating with Partners
We represent the client's interests in negotiations — working to resolve disputes without litigation where possible.
Preparing for Court
We prepare the full document package for court proceedings — statement of claim, evidence, and supporting materials.
Court Representation
We represent clients in proceedings before Belarusian courts in disputes arising from software licence and development agreements.
Common Errors in Software Licence Agreements
Exclusive License Oversight
Granting an exclusive licence while intending to continue using the software personally constitutes a breach — creating disputes over who actually controls the rights.
Unclear Restrictions
Failure to specify what the licensee may not do — sublicensing, modification, distribution — enables misuse beyond what was intended.
Perpetual Agreements
Agreements without a defined term may tie the licensor's hands indefinitely — complicating future business decisions and software updates.
Royalty-Free Deals Between Companies
Royalty-free licence agreements between commercial entities are prohibited under Belarusian law and may attract tax and regulatory scrutiny.
No Acceptance Act
Where an acceptance act is required and not executed, proving that the licence or software was legally delivered becomes significantly more difficult.
No Governing Law
For cross-border agreements, failure to specify the governing law creates uncertainty over which country's rules apply to any dispute.
Unknown Software Author
Where the software's creator is not clearly identified, the client faces the risk of infringement claims or challenges to their right to use the product.
Open Source Licence Obligations
Using open source software without checking the applicable licence terms may trigger disclosure obligations or other conditions that affect commercial use.
License Term Changes
Where the licensor modifies licence terms after the agreement is signed, the licensee may lose key rights or face unexpected costs.
Incompatible Open Source Components
Combining open source components with incompatible licences may block commercialisation of the final product or require disclosure of proprietary code.
IT Business in Belarus
Get professional legal support for your IT business in Belarus at every stage!
Key Points on Trademark Licence Agreements
Why Foreign Companies Choose AMBY Legal
Deep Local Knowledge
Our advocates have specific knowledge of Belarusian IP and contract law — providing advice that is accurate, current, and practically relevant.
Clear Communication
We explain the legal position in plain language and keep clients informed at every stage — ensuring they understand how decisions affect their business.
Transparency
Our fees and timelines are agreed upfront — with no hidden costs or surprises throughout the engagement.
Specialized Practice
We focus on IP, IT contracts, and commercial dispute resolution — bringing targeted expertise to each matter.
International Experience
We advise clients on cross-border software licensing arrangements — managing the Belarusian law dimension of international IP structures.
Proactive Approach
We identify contractual risks at the drafting stage — helping clients structure agreements that prevent disputes rather than simply resolving them after the fact.
FAQ
What is a software licence agreement and why is it required?
A software license agreement is a contract under which the rights holder (licensor) authorises another party (licensee) to use the software under defined conditions — including scope of use, territory, duration, and remuneration. It protects the licensor’s IP rights while providing the licensee with a legally secure basis for using the software.
What are the key provisions of a software licence agreement under Belarusian law?
Essential provisions include: a clear description of the licensed IP object; the licence type (exclusive or non-exclusive); the permitted methods of use; remuneration terms; duration; territory; and — where required — registration with the NCIP. Where any of these elements are missing or ambiguous, disputes are likely.
Why do disputes arise under software licence and development agreements?
The most common causes are: vague or incomplete contract terms; unclear payment rules or acceptance procedures; disagreements over whether the software meets the agreed specifications; and misuse of the licensed software beyond the permitted scope. AMBY Legal advises on both preventing these issues through proper drafting and resolving them when they arise.
What should a party do if licence terms are breached?
A formal pre-trial claim must be sent to the other party — specifying the breach and demanding remedy within the prescribed period. If the claim is not satisfied, court proceedings may be initiated. AMBY Legal prepares claims and manages the full dispute resolution process.
What distinguishes software licence disputes from other IP disputes?
Software licence disputes frequently involve technical questions — including assessment of whether the software meets agreed specifications, the provenance of third-party components, and open source licence compatibility. They also involve IP mechanics specific to copyright — including the transfer of exclusive rights to the customer, which requires specific contractual provisions under Belarusian law.
Must trademark licence agreements be registered in Belarus?
Yes. Trademark licence agreements must be registered with the National Intellectual Property Centre to take legal effect. The registration process typically takes approximately one month. Royalty-free licence agreements between commercial entities are not permitted under Belarusian law.
What assistance does AMBY Legal provide with software licensing matters?
AMBY Legal drafts and reviews software licence and development agreements, identifies and advises on contractual risks, prepares and sends pre-trial claims, and represents clients in disputes before Belarusian courts — including the Economic Court and the Judicial Panel on Intellectual Property of the Supreme Court.
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