SOFTWARE • SaaS • STARTUP • DATA

Legal Support for IT Companies & Startups

We build the legal architecture of an IT business: structuring rights to code and the product, relationships with developers and clients, SaaS and licensing models, personal-data processing, corporate arrangements and investor transactions.

The work begins with the product model and the movement of data, money and rights. Only after that do we determine which agreements and documents are actually required.

WHEN AN IT LAWYER MAY BE NEEDED

What Is Your Situation?

01

You Are Launching a New IT Product

You have an MVP, application, SaaS service, platform or another digital product, but the legal model has not yet been built.

02

Different Developers Created the Code

Founders, employees, freelancers or contractors worked on the product, and it is necessary to determine who currently owns the exclusive rights.

03

You Need to Sell SaaS or Access to a Service

Terms of product use, payment, access, restrictions, support and liability need to be structured in line with how the service actually operates.

04

The Product Collects User Data

The website or application includes registration, forms, analytics, CRM, newsletters or other processes involving personal data.

05

You Use Foreign Cloud Services or Infrastructure

The infrastructure includes foreign hosting, analytics, CRM, APIs or other services, and it is necessary to determine what data is transferred to them and what legal requirements this creates.

06

An Investor or New Partner Is Joining the Project

The ownership interest, rights of the parties, decision-making procedure, financing and legal future of the product if the ownership structure changes need to be determined.

07

A Corporate Client Requires a Legal Documentation Package

Before a major transaction, the customer requests documents on rights to the product, personal data, confidentiality, licensing or liability.

08

A Dispute Has Already Arisen

A client, developer, rights holder, partner or government authority has brought a claim, and the project’s legal structure needs to be reconstructed so a position can be developed.

Another situation →

Nikolay NemkovManaging Partner, Konsultant Law Firm

Managing Partner’s Commentary

Nikolay Nemkov on the Legal Architecture of an IT Product

Why an IT company’s legal documents cannot be prepared separately from who writes the code, how the product makes money, what data it collects and who actually receives access to the result.

Key Points

  • 01Who owns the rights to the code and product
  • 02What data moves through the system
  • 03How monetization is structured legally

APPROACH

Map the Product First. Draft the Documents Second.

Two IT services that look similar from the outside may require entirely different legal structures. The monetization model, relationships with developers, infrastructure, user categories, movement of personal data, third-party solutions and ownership structure of the project all matter.

01

Product and Money

We determine what the client receives, what the client pays for and which contractual model reflects the actual service or product.

02

Team and Rights

We review who creates the code, design, content and documentation and how the exclusive rights are transferred to the company.

03

Data and Infrastructure

We identify what personal and other data the product receives, where it is processed and which external services participate in that chain.

04

Owners and Partners

We review the corporate structure, ownership interests, arrangements between founders and relationships with investors and key partners.

WHAT WE DO

What Legal Support for an IT Business Includes

01

Legal Audit of the Product

We analyze the service model, users, payments, infrastructure, team, technologies used and principal legal risks.

02

Rights to the Code and Product

We review agreements with authors, employees and contractors, ownership of exclusive rights, third-party components used and the documents relating to the software product.

03

Agreements with Developers and the Team

We prepare documents governing development, delivery of work results, source code, confidentiality, technical documentation and intellectual property rights.

04

SaaS, Licensing and Client Agreements

We structure terms for access to the service, licensing, implementation, development, technical support and other client-interaction models.

05

Personal Data and Privacy

We analyze personal-data collection and processing, forms and consents, localization, notifications, external services and cross-border transfers depending on the product architecture.

06

Corporate Structure and Investments

We support arrangements between founders, corporate documents and the legal part of bringing in an investor, taking into account rights to the core product.

07

Claims and Disputes

We handle conflicts with clients, developers, partners and rights holders, as well as other claims related to operation of the IT product.

LEGAL MAP OF THE PRODUCT

Four Layers That Need to Match

Product

What exactly the company sells: software, a license, access to a service, development, implementation, data, support or a combination of several models.

Rights

Who created the code, interface, design and content and on what legal basis the company may use and dispose of them.

Users and Data

Who uses the product, what information the company receives and through which systems the information moves.

Business

Who owns the company, how the founders’ roles are allocated and how the product is connected to investments and key transactions.

EXPERT COMMENTARY

Comments and Publications on This Practice Area

Nikolay Nemkov and the experts at Konsultant Law Firm comment in the media on issues related to this practice area.

FinanceAnalitics

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Konsultant Law Firm

The firm has been practicing since 2007. We handle litigation and complex legal matters for businesses in Krasnoyarsk, Moscow and other regions of Russia.

Since 2007
in legal practice
1,000+
court proceedings
Across Russia
Krasnoyarsk • Moscow • other regions

A Set of Templates Does Not Create a Legal System

A user agreement, personal-data policy and NDA work only as part of an overall structure. If an agreement with a developer does not secure the required rights, the product transfers data to external services differently from what the documents say, or the client agreement does not reflect the real SaaS model, a set of templates does not solve the problem.

An IT company’s legal documents should therefore reflect the product’s actual architecture and be updated together with material changes in technology, the team and the sales model.

How We Start Working on the Matter

01You Show Us the Product

You explain what the service does, who uses it, how it makes money and what stage the project has reached.

02We Map the Relationships

The team, contractors, clients, users, partners, investors, infrastructure and external services.

03We Find the Gaps

We review rights to the product, agreements, personal data, corporate documents and other legal weak points.

04We Set Priorities

We determine what must be corrected before launch or a transaction and which documents and processes can be implemented at the next stage.

MANAGING PARTNER

Konsultant Law Firm Lawyers

Nikolay Nemkov, Managing Partner of Konsultant Law Firm

Managing Partner, Konsultant Law Firm

Nikolay Nemkov

More than 20 years of practice in complex property and corporate disputes. Practicing insolvency practitioner.

SOFTWARE

Software Registration Does Not Replace the Chain of Rights

Computer programs are protected by copyright. State registration of a computer program or database is available at the rights holder’s discretion, but registration by itself does not correct problems in relationships with authors, employees and contractors.

An IT company needs documents showing who created the product and on what basis the company obtained the required exclusive rights to the results of that work.

PERSONAL DATA

A Website Policy Alone Is Not Enough

Legal work with personal data starts with the product’s actual architecture: what information is collected, for what purposes, through which forms and SDKs, where the databases are located, who receives the information and which external services participate in the processing.

When personal data of Russian citizens is collected via the Internet, the law establishes requirements to use databases located in Russia for the operations with such data provided by law.

Before beginning a cross-border transfer of personal data, the controller must separately notify Roskomnadzor of the intention to carry out that transfer. The use of a foreign CRM, cloud service, analytics tool or other service therefore needs to be assessed by the actual movement of data in the specific architecture, not merely by the country associated with the service’s brand.

PERSONAL DATA CONTROLLER

Notifications and Processes Need to Be Reviewed before Launch

Federal Law No. 152-FZ generally provides for notification of the authorized authority before personal-data processing begins, while the law establishes separate exceptions. Whether notification is required and what it should contain must therefore be determined from the company’s actual processes, not merely from whether a form exists on the website.

OPEN SOURCE

Open Code Does Not Mean No Conditions Apply

Use of third-party open-source components requires review of the applicable licenses and the conditions they impose on the particular way the product is used, distributed or modified. The fact that a library is available in a public repository does not by itself mean there are no licensing requirements.

Legal Support for IT Companies and Startups

Frequently Asked Questions About IT Legal Support in Russia

Practical answers for founders, developers and digital product owners regarding contracts, technology rights and business protection.

Who owns the rights to software code created by a developer?

Rights to software code depend on the relationship between the developer and the customer and on how the transfer of rights is documented.

The mere fact that work was performed or payment was made does not always automatically transfer all rights to the result.

To protect an IT product, it is important to define rules for creation, use and transfer of rights in advance.

What contracts does an IT company need?

The required contracts depend on the company’s business model and project structure.

They may include agreements with developers, customers, contractors, investors and partners.

The legal structure should consider not only current operations but also future product development.

How can rights to an IT product be protected?

Protection of an IT product includes securing rights to development results, regulating technology use and preventing unauthorized use.

It is important to define ownership, product usage rules and relationships between project participants in advance.

The strategy depends on the product and business model.

How should an IT startup prepare for investment?

Before attracting investment, it is important to assess the project’s legal structure, product rights and relationships between participants.

Investors need to understand ownership of key assets and existing legal risks.

Preparing documents in advance helps reduce risks during negotiations.

What should a company do if a former developer uses company code?

In such a situation, it is necessary to determine ownership of the software code, conditions of its creation and grounds for use.

Contracts, correspondence, technical documents and other evidence should be analysed.

The appropriate protection method depends on the nature of the infringement and available rights.

Does an IT company need legal due diligence?

Legal due diligence helps identify risks related to contracts, technology rights, corporate structure and partner relationships.

For growing IT companies, such review helps identify issues before they become problems.

The scope of review depends on the project stage and objectives.

Why does an IT company need a specialized lawyer?

IT projects have specific issues related to technology, intellectual property, development agreements and investment.

A lawyer helps assess risks, structure relationships between participants and protect business interests.

The strategy depends on the company model and product specifics.

We Will Review the Project’s Legal Architecture

Describe the product, the project stage and the main task. If the service is already operating, state who its users are, how payment works and whether the infrastructure includes employees, external developers or foreign services.

Product
Stage
Main Task

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