1. The Client's Situation
Company A, a domestic IT platform company, was planning to enter into a software license agreement and a hardware supply agreement while pursuing collaboration with external solution company B ahead of launching a new service. However, Company A judged that, due to a structure in which the scope of rights and obligations under the two contracts overlapped and an atypical method of payment, the seeds of a future dispute could arise, and it requested a legal review.
2. Your Legal Team's Advice
Your Legal Team thoroughly analyzed the drafts of both contracts and reorganized the framework so that the scope of services, the attribution of intellectual property rights, the payment conditions, and the liquidated-damages clauses between the license and supply agreements would not conflict with each other or be ambiguous. In particular, we clarified the distinction between the software right of use and the program copyright, and proposed amendments so that, upon termination of the contract, each party's rights and restrictive measures would operate reasonably. In addition, we harmoniously aligned the confidentiality clauses and the intellectual property provisions commonly included in each contract so that there would be no mutual inconsistency.
3. Outcome
Company A was able to clearly distinguish the purpose and content of each contract and, by eliminating uncertainty in the payment and termination procedures, to build a stable collaboration structure. Furthermore, it secured a foundation on which it could proceed with the business while minimizing legal risk in subsequent procedures such as procurement registration and technology transfer.