Software IP and open-source licence review

When a review helps

• A customer asks who owns the software, what third-party code it includes or whether you can grant exclusive rights.
• You build software for clients and need to keep the code, tools and libraries you reuse across projects.
• Employees or contractors developed the product, and you need to check the agreements that establish your company's rights.
• Your team uses AI coding tools, and you need to compare the provider's terms with your promises to a customer.

What I review

The starting point is a defined product version and the contract or handover you are preparing for. Together we identify the documents, components and questions that need review.

• Rights from developers. Employment and contractor agreements, assignments, licences and the documents connecting the people who wrote the code to your company.
• Reusable materials. The boundary between customer-specific work, your existing technology and third-party components.
• Open-source licences. The relevant licence terms, notices and source-code obligations, assessed against how your team uses, modifies and supplies the components.
• Customer terms. Ownership, licensing, warranties and related liability provisions that depend on those rights.
• AI tool terms, where relevant. The applicable account, plan and terms, including what they establish about output and protection against IP claims.

This is a legal review of agreed materials. A full repository scan or security audit is outside the scope. Your technical lead confirms the component inventory and how the product works; additional technical work or local-law advice is agreed separately where needed.

What you receive

1. A short decision summary. The issues to resolve before signing or handover.
2. Findings with sources. The relevant documents or licence terms, what they establish and the important facts still missing.
3. Practical next steps. Recommended documents, notices, technical questions and changes to discuss with your team.
4. Proposed contract edits. Changes to the relevant customer terms to reflect the rights and permitted uses identified in the review.

The findings distinguish confirmed points from assumptions and open questions. The review does not certify that the whole product is free of third-party rights or guarantee that no claim will arise.

See illustrative findings and a contract edit.

How we start

1. Send a short, non-confidential description. Explain what the product does, the rights or contract question, how it is supplied and your deadline.
2. We agree the work. I check fit and conflicts. We agree the product version, documents, relevant jurisdictions, deliverables, timing, fee and how files will be shared.
3. Your team provides the agreed materials. These may include customer terms, developer agreements, a component list with versions and licences, existing notices and details of AI tools used.
4. You receive findings and proposed actions. We identify what your team can resolve, which terms need negotiation and where more evidence or specialist input is needed.

Related notes

• Who owns AI-generated code? How AI provider terms relate to a supplier's promises to its customer.
• Who owns code written by a contractor under English law? Ownership, signed transfers and handover checks.

Browse all notes · My experience and selected work