Software Development, Licensing & SaaS Agreements
“Future-Proof Your Software Journey with Us”
In a digital economy where software underpins almost every business function, organisations require legal frameworks that are as agile and future-ready as the technologies they deploy. We support clients throughout the entire lifecycle of software assets, from concept, development, deployment and integration, to commercialisation, licensing and long-term governance.
Our services cover software development contracts, Software-as-a-Service (SaaS) arrangements, cloud-based subscription models, platform licensing and end-user licence agreements (EULAs). We help clients mitigate legal and operational risks while unlocking the commercial value of their intellectual property.
Our Approach
Our approach blends deep IP expertise, technology-sector awareness and commercial practicality, allowing us to draft and negotiate agreements that:
- Clearly define ownership of source code, custom modules and derivative works
- Protect confidential information, trade secrets and algorithms
- Govern service levels (SLAs), uptime commitments and performance guarantees
- Establish maintenance, support, update and version-release obligations
- Allocate risks through indemnities, warranties and limitation-of-liability frameworks
- Ensure compliance with copyright, patent, PDPA, cybersecurity and regulatory requirements
- Support product commercialisation and licensing strategies, whether B2B, B2C or platform-based models
We assist both software creators and enterprise clients in structuring agreements that are legally sound, scalable, commercially aligned and enforceable in Malaysia and across borders.
Our Strengths & Capabilities
Drawing from extensive experience in IP, commercial contracts, digital transformation projects and multi-sector technology deployments, our team provides:
1.Legal documentation for Technology & Software Projects
We prepare and negotiate the full spectrum of technology agreements:
- Software Development Agreements
- Software Licensing & Subscription Agreements
- SaaS & Cloud Services Agreements
- Platform-as-a-Service (PaaS) & Marketplace Agreements
- Escrow Arrangements (source code protection)
- Maintenance, Support & Managed Services Agreements
- Service Level Agreements (SLAs)
- Outsourcing, integration and migration contracts
- API licensing, interoperability and data exchange agreements
2. IP Ownership, Protection & Commercialisation
We ensure your proprietary technologies are legally protected and commercially exploitable through:
- IP ownership structuring
- Technology licensing and commercialisation
- IP clauses in joint ventures, collaborations and R&D projects
- Protection of algorithms, workflows, machine learning models and proprietary datasets
3. Compliance With Malaysian Regulatory Frameworks
Our advice is grounded in deep knowledge of:
- PDPA 2010 & PDPA (Amendment) Act 2024
- Communications & Multimedia Act (CMA)
- Copyright Act (software, code, databases)
- Cybersecurity and data governance frameworks
- Bank Negara's outsourcing, cloud and fintech guidelines (for financial institutions)
4. Sector-Specific Experience
We have acted for clients across banking & fintech, education, automotive, telecommunications, government agencies, research institutions, manufacturing, healthcare, logistics and local authorities, allowing us to tailor contractual structures to industry needs.
Our Experience
Below are highlights of our work in software development, licensing and SaaS agreements, demonstrating breadth across highly regulated sectors:
- Software Licensing – Our lawyer advised on the full licensing and services framework for various types of system, including delivery milestones, deployment responsibilities, IP ownership, cloud hosting, data handling obligations and technical support structures.
- Source Code Protection (Escrow Arrangements) – Our lawyer advised on the appointment of an escrow agent and drafted the Single Beneficiary Access Credentials with Source Code Escrow Agreement, safeguarding business continuity and the client’s long-term access rights to critical system code.
- SaaS & Platform Agreements - Our lawyer drafted and negotiated System Licensing Agreement for an Islamic Financing Platform, addressing licensing structure, financial services compliance, service levels, data residency, integration APIs and security obligations.
- Enterprise System Development & Transformation - Our lawyer advised on the client’s enterprise-wide digital transformation, including agreements for ERP development, SAP licensing, IVV services and multi-vendor coordination.
- Software Commercialisation – Our lawyer assisted in structuring licensing and commercialisation models for software deployed by government bodies, including drafting template Licensing & Services Agreements, app preparation agreements and user terms of service.
Why Clients Choose Us
- Industry-Level Expertise
Our experience spans banking, government, higher education, automotive, healthcare, manufacturing, local authorities and technology start-ups; thus enabling precise, sector-aware drafting.
- IP + Technology Integration
Few firms integrate IP portfolio management with technology contracting. Our dual mastery ensures that software assets are commercially usable and legally protected.
- Commercially Practical Contracts
We understand project realities being SDLC constraints, vendor dependencies, integration risks, cloud adoption challenges, cybersecurity considerations. As such we would draft agreements that reflect real operational needs.
- Strong Regulatory Understanding
From PDPA requirements and cybersecurity standards to financial-sector outsourcing obligations, we ensure all agreements are compliant with Malaysian law and global best practices.
- Experience With Complex, High-Value Digital Projects
We regularly advise on national-level systems, enterprise transformation projects and financial services platforms where precision, confidentiality and regulatory compliance are critical.
Frequently Asked Questions (FAQs)
A Software Development Agreement governs the creation of a new system or application, including scope of work, milestones, deliverables, IP ownership and acceptance testing.
A Software Licensing Agreement allows another party to use existing software under specified terms (e.g., on-premise licence, SaaS subscription, per-user access).
Both agreements often overlap (especially where the development results in new modules, customisations or updates) which is why IP ownership must be clearly defined.
Ownership depends on the contract. Without proper drafting, developers may retain rights over source code, leaving the client with limited usage rights.
We help clients ensure the agreement clearly addresses ownership of core code vs. custom code; rights to modify, maintain or enhance the system; licensing of reusable components and access to source code in escrow for continuity. Proper structuring avoids future disputes and costly vendor dependencies.
A SaaS agreement is a subscription-based service where software is accessed online. Clients typically do not receive the software itself; but instead only the right to use it through a platform.
Thus, SaaS agreements emphasise uptime and service levels (SLAs); data protection and cybersecurity; data residency, backups and disaster recovery; suspension/termination rights and portability and return of data. Traditional licences focus more on installation rights, updates and machine-based usage restrictions.
Source code escrow protects a client when software is delivered by a third-party vendor. It ensures access to the source code if certain trigger events occur, such as vendor bankruptcy; failure to provide updates/maintenance; breach of obligations or discontinuation of the software. Escrow agreements reduce operational risk and support long-term continuity for business-critical systems.
Common risks include unclear IP ownership (leading to disputes over enhancements or modifications); insufficient service levels and remedies for downtime; cybersecurity vulnerabilities and inadequate data handling terms; lock-in to a vendor with no exit mechanism; hidden costs for integrations, additional features, or users and inadequate warranties, indemnities and liability caps. A well-drafted agreement ensures operational certainty, compliance with laws (including PDPA) and long-term protection of commercial interests.
Speak to us to structure the right legal framework for your software project.