IT lawyer in Almaty — rights to the product, contracts and the team, while you write code

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IT lawyer in Almaty: rights to code, development contracts and SaaS

A startup usually begins with an idea and several months of work on the product. The code is written by the founder, hired developers and freelancers, contracts either do not exist or are signed in a chat, and no one has checked the licences for libraries. While the project is not making money and is of no interest to investors, this seems like a trifle. But it is precisely at the due diligence stage that it emerges that the company cannot confirm rights to a key module, and part of the team worked without any formal arrangement.

Mistakes in IT rarely look like legal ones. The founder believes that if he came up with the product, the rights belong to him. The developer is sure that the code remains his until he is paid in full. A freelancer from another country assumes that Kazakhstan law does not apply to him. As a result, disputes arise not about the quality of the product, but about who is entitled to dispose of it.

Sorting out this chain in advance is cheaper and calmer than proving something in court. Below is what an IT lawyer checks when the product already exists but the documents are yet to be put in order.

IT lawyer and startup in Almaty: when the product already exists but the rights are not formalised

Founders in Almaty launch a product, hire developers and only then ask themselves who owns the rights to the code. By that time the product is already running, the user base is growing, and any contracts with the team, if signed at all, are based on a template from the internet. At the launch stage, an IT lawyer closes three things: who owns the result of the development, what has been signed with the team and contractors, and how user data is processed.

If these questions are not resolved in advance, a conflict with a contractor, the departure of a programmer or an investor's review turn into a dispute over whose product this is. The practice has run its IT direction for nine years and works with 60 IT teams, and most often the stumbling block is not the code but the absence of documents for it.

• rights to code of the developer, contractor and freelancer
• contracts with the team: NDA, assignment of rights, employment terms
• development contract with milestones and handover of the result
• consent and storage of user data in Kazakhstan

IT lawyer: what they check before hiring a team

Before hiring a team, an IT lawyer looks not at CVs but at how relations with people and rights to the product are documented. As a general rule, exclusive rights to code created by an employee in the course of their employment duties belong to the employer, unless the contract provides otherwise. The risk lies elsewhere: if development duties are not described in the employment contract and no work assignments were documented, the employer has to prove that the code is a work made for hire at all. If this point is not set out, then when a developer leaves or a dispute with an investor arises, it turns out the product is not legally protected.

An IT lawyer also checks how work on the product is organised and who has access to the repository. It is necessary to determine in advance what exactly falls within the programmer's employment duties, who owns the branches and commits, and how access is handed over on dismissal. Without this, even a strong team creates risks for a deal or an investment round.

• Whether the employment contract sets out specific duties for development and writing code.
• Whether there is a clause on the transfer of exclusive rights to works made for hire to the employer.
• Whether the procedure for working with the repository, branches and corporate accounts is fixed.
• Whether it is determined how access and rights are transferred on dismissal or a change of role.
• Whether contractors' and interns' access to closed parts of the project is regulated.

What legal services for IT companies are needed when launching a product

When launching a product, legal services for IT companies cover several related tasks: development, licensing, relations with users and data. If even one link is documented as a formality, the rights to the product fall apart — part with the contractor, part with the founder, part with no one. A computer program is protected by copyright as a literary work, so written recording of the transfer of rights is critical.

A startup founder in Almaty usually starts with three documents: a development contract with the team or studio, a licence for external components and a user agreement. Then consents to personal data processing and a clear product ownership structure are added — who contributes what to the common cause, how shares and rights are distributed when a participant exits. It is worth checking this before an investor or the first major client appears.

• Development and work contracts: recording who obtains exclusive rights and when
• Licences for third-party code, libraries and open source: terms of use and risks
• User agreement and offer for the product, including SaaS
• Consents and policy for processing users' personal data
• Product ownership structure: founders' contributions, team options, shares

IT lawyer: rights to code from a contractor and freelancer

If the code for a product was written by a contractor or freelancer, the customer does not obtain exclusive rights to it by default. The author remains the author, and the company merely has a copy of the program and the ability to use it — without the right to rework, sell, transfer to investors or contribute the code to the charter capital. That is why, before work starts, an IT lawyer checks what has been signed: an agreement on alienation of exclusive rights or a licence agreement. Exclusive rights pass to the customer only under an alienation agreement; a licence agreement does not transfer rights, it grants the right to use within the agreed limits.

An oral order, correspondence in a messenger and payment by invoice without a contract are the most expensive mistakes. When an investor carries out due diligence or a developer leaves the team, it turns out that the rights are not fixed anywhere and the product does not actually belong to the company.

• Who the author of the code is and on what basis they worked: employment contract, work contract, freelance.
• What exactly is transferred: source code, documentation, design, tests, database.
• Whether the contract contains alienation of exclusive rights or only a licence.
• Whether the document covers all versions and updates of the product.
• Does the contractor confirm that they did not use anyone else's code or libraries without permission?

IT lawyer in Kazakhstan and a dispute over product ownership

When a former partner or a developer who has left claims that the product was created by them and belongs to them, the dispute is decided not by emotions but by digital traces. An IT lawyer builds the position on the repository: who created a branch and when, whose account is linked to the project, how access rights were distributed, how the commit history changed. If the code was written during working hours on the company's equipment and for its tasks, this is a weighty argument in favour of the employer or the client.

The second layer is correspondence and contracts. The court and the parties look at what was discussed in messengers and email, what tasks were set, what was signed on hiring and on delivery of the result. The most dangerous situations are those where there is a contract with a contractor but the terms on transfer of rights are vague or absent: then one has to prove the actual transfer of the code and its use. Early recording of commits and correspondence often decides the outcome of a dispute more strongly than the wording in the documents themselves.

• Screenshots and exports of commit history with dates and authors
• Correspondence on tasks, access to the repository and servers
• Contracts, acceptance certificates and work assignments
• Documents on payment for the work, employment orders and job descriptions

Product rights audit in 2 days: when an IT lawyer orders it

A product rights audit is a quick examination of the entire chain: from a line of code written by the founder to licences for third-party libraries. Such an audit takes 2 days and shows where rights to the product are secured by a document and where they rest on a verbal promise. An IT lawyer orders it when a company is preparing for a deal or for hiring, not after an investor has asked an awkward question.

Grounds for an audit arise in three situations: an upcoming investment round, a buyer's due diligence on the sale of a share or the product, and the departure of a key developer from the team. An investor and a buyer look at the chain of rights, not at a working prototype: if contracts with the team and contractors are unsigned and licences for libraries have not been checked, the deal stops at the due diligence stage. The result of the audit is a list of gaps and the order in which to close them before they are found on the other side of the table.

The review covers the following questions:

• Contracts with in-house developers and contractors — is there a transfer of rights to the code.
• Transfer of the result from freelancers and studios — acceptance certificates, source code, access.
• Licences for third-party libraries and open-source code — are they permissible in a commercial product.
• Domains, accounts, repositories — in whose name they are registered.
• Readiness of the documents for review by an investor or buyer.

Lawyer in IT: development contract, stages and delivery of the result

The development contract sets out the composition of the result: modules, interfaces, integrations, documentation. Wording without a list of functions leaves room for disputes. A lawyer in IT breaks the result down into verifiable elements.

Rights to the code and elements: who owns the exclusive rights, whether they are transferred by an acceptance certificate, which libraries are used. Liability for deadlines — through the consequences of delay.

• Composition of the result: a list of functions, modules and documentation.
• Acceptance procedure: criteria, tests, response times of the client.
• Rights to the code: the moment of transfer, the transfer certificate, a clause on libraries.
• Liability for deadlines: the consequences of delay and the procedure for recording them.

The terms are drafted so that they can be verified against documents and the result.

IT lawyer for SaaS: user agreement and public offer

A user comes to a SaaS or an app without a contract: they accept the rules of the service with a click. If those rules do not exist, the company effectively does not set the boundaries of liability, the procedure for payment and refunds, and a dispute with a dissatisfied customer is resolved under general rules. An IT lawyer in Almaty closes this gap: relations with users are formalised by a user agreement or a public offer — a single document that is accepted remotely and applies to the entire user base.

A mistake is costly not because of court, but because of claims and refunds: without an accepted offer it is difficult to prove that the user agreed to paid access, auto-renewal, limited functionality and no refund for the period used. An IT lawyer checks that the offer covers payment, account blocking, data processing, intellectual rights to content, limitation of liability and the procedure for amending the terms.

A workable offer usually sets out:

• the procedure for acceptance and the moment of conclusion of the contract
• rates, periods and refund rules
• the user's rights and obligations in the service
• limitation of liability and blocking of access
• the procedure for amending the terms and resolving disputes

Lawyer in IT and personal data: consent and storage of the database in Kazakhstan

The Law of the Republic of Kazakhstan on Personal Data and its Protection requires the subject's consent for collection and processing, and the database of citizens must be stored in Kazakhstan. If a product collects names, phone numbers or behavioural data, and the servers are abroad, the founder is formally in breach of the requirement. The question is not whether you have an in-house IT lawyer, but whether you managed to obtain consent before the first user.

An IT lawyer checks the chain: where the database physically sits, who has access to it from abroad, how the user gives consent and whether it can be withdrawn. Typical startup mistakes: a tick box 'I accept the terms' without separate consent, collecting children's data without parental consent, exporting the database abroad for analytics, no procedure for deleting data on request. Below is what most often has to be redone.

• Consent is framed as part of the offer rather than a separate action by the user
• The database is hosted abroad without a local copy in Kazakhstan
• Transfer of data to third parties is not described and not confirmed by consent

The check takes little time, while rebuilding the architecture after launch costs more.

IT lawyer and structure for investors: AIFC or a Kazakhstan company

When a startup in Almaty reaches a round, the investor looks not only at the product but also at how the company is set up and who owns the rights. There are two workable options — a Kazakhstan LLP and a structure through the AIFC, where some companies use an English law jurisdiction. In the first case, taxes and accounting within the country are simpler; in the second, it is clearer for foreign funds that are used to English law and flexible structuring of shares and options.

Choosing between them is a task for an IT lawyer, not an accountant: it is important to understand in advance who will own the code and how, how investments are formalised and what happens when an investor exits. A mistake at this stage is the most expensive — restructuring after a deal is harder than building it correctly from the start. Below is what an IT lawyer checks before signing a term sheet — a document with the preliminary terms of the deal — so that the structure does not become an obstacle to investment:

• Who owns the code and the brand — the company or the founder personally
• Where the company is registered and which law applies to the contracts
• How options and team members' shares are formalised
• How the investor comes in and what happens on exit
• Whether there are restrictions on transferring rights when the structure changes

IT lawyer for Astana Hub participants: tax and migration preferences

Participation in Astana Hub gives tax and migration preferences, but they are tied to status and conditions that are easy to breach unnoticed. An IT lawyer checks contracts with contractors, employment contracts and software licences: if development has been paid for but the rights are not secured, this is formally permissible but creates a risk on review. Separately, they look at how user data is described in the documents and where it is stored, because a mismatch with what is declared in the act can cost the status.

The founder should verify that every transaction involving code, the database and hardware is reflected in a contract and internal policies. What needs to be checked:

• contracts with developers: who owns the rights to the code and when they transfer
• employment contracts of IT specialists: working arrangements and conditions
• licences for libraries and third-party software: terms and territory
• data storage policy: where the databases are held and who has access

IT lawyer in Almaty: documents the founder prepares for review

The founder should assemble the package for review along two lines: people and rights to the result. On the people side, this means employment contracts with developers, contractor agreements with external performers and licence terms for third-party code, libraries and fonts — each item shows who owns what has been created. On the product side, this means the privacy policy, the user agreement and the offer, if the service runs on a subscription, as well as a document on how the transfer of rights is formalised when tasks are handed over.

Separately, an IT lawyer looks at the structure of rights ownership: who the founder is, who owns the code, how contributions to the charter capital are formalised and whether there is an agreement between co-founders on the distribution of rights to the product. For a founder launching a startup, it is important to see these documents as a single set in advance, so that before hiring a team or talking to an investor they do not discover that part of the code has remained with a contractor and the client database is stored without users' consent. This is assembled as follows:

• employment contracts and contractor agreements with developers
• licence terms for third-party code and libraries
• privacy policy and user agreement
• a document on the transfer of rights to the result from the performer
• co-founder agreement on product rights

Rights to code are confirmed not by screenshots in a chat, but by a contract, an acceptance certificate and a correct wording on the transfer of exclusive rights. If these documents are missing, the product legally does not belong to the person selling it.