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Facilitator Guide

Software Development Agreements

What’s covered

  • Purpose and structure of software development agreements
  • Services vs. Deliverables
  • Non-exclusivity and acceptance testing
  • Compensation models
  • IP ownership and assignment
  • Contractor materials and third party works
  • Open source code and generative AI
  • Warranties, indemnification, confidentiality, and termination

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/software-development-agreements/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from Software Development Agreements

    Course

    Software Development Agreements

    Covers the agreements used when a client hires a developer to build custom software, including how the work is defined, who owns what gets built, and how the use of third-party code, open source, and AI tools is handled.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What is a software development agreement, and how does it differ from a license for a pre-built software product?
  • How is the agreement typically structured, and why might the parties separate the master agreement from the Statement of Work?
  • What is the difference between Services and Deliverables, and why does that distinction matter?
  • What are three common ways a developer gets paid?
  • How might the agreement divide ownership of the software between the customer and the developer??
  • Why are Third Party Works, open source code, and generative AI tools risks for a client?
  • Why is IP infringement indemnification especially important to the customer in a software development agreement?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.