1. The Client's Situation
In the process of concluding a contract with an outsourced development company, the client inquired whether it would be appropriate to use the standard SW work-for-hire (contract-for-work) agreement distributed by the Ministry of Science and ICT instead of a general outsourced-development consignment agreement. It also requested specific advice on whether the contract could be concluded as a contract for work rather than an employment contract, and on how to clearly obtain assignment of the copyright in the development deliverables.
2. Your Legal Team's Advice
Your Legal Team reviewed the legal basis and scope of application of the standard SW contract-for-work agreement and confirmed that, given the nature of this contract, concluding it as a contract for work was appropriate. However, since the standard agreement was prepared for small-scale businesses, we advised that, in a business-to-business contract, it was necessary to specifically stipulate through an annexed document such matters as the attribution of copyright, the scope of assignment, the right to create derivative works, the non-exercise of moral rights, the guarantee of exclusive use of the deliverables, a warranty of non-infringement of third-party rights, and the obligation to cooperate with copyright registration. In addition, based on Supreme Court and lower-court precedents, we presented an adjusted proposal that supported the validity of the copyright-assignment contract while providing practical safeguards against disputes.
3. Result
The client used the standard SW contract-for-work agreement as the basic framework but, by clearly stipulating the attribution of copyright and the rights relationships through an annexed document, was able to minimize the risk of future copyright disputes. This enabled it to stably establish its contractual relationship with the development company and to secure exclusive rights to use the development deliverables.