#IT Contracts Lawyer in France: SaaS, Licences

An IT contracts lawyer drafts and negotiates the contracts that organise your IT projects: licence, SaaS, development, outsourcing. The role is preventive: securing the relationship before signing to avoid a dispute. Hashtag Avocats, a firm dedicated to digital law in Paris, acts for clients as well as for service providers and software publishers.

Why entrust your IT contracts to a lawyer?

An IT contract commits significant budgets for several years, together with systems on which the business depends. Templates supplied by software publishers protect their authors first. Yet the law governs the negotiation itself: Article 1112-1 of the French Civil Code (Code civil) requires each party to disclose the information that is decisive for the other party’s consent. Case law derives from it, in particular, a reinforced duty to advise owed by the provider to a non-specialist client. A lawyer who knows the technical subject matter (acceptance testing, SLAs, reversibility) translates your operational needs into enforceable clauses. The lawyer also anticipates the remedies for non-performance provided by the Civil Code: withholding performance, specific performance, price reduction, termination, damages.

The IT contracts we draft and negotiate

Software licence agreement and maintenance

A licence grants a right to use software that remains owned by the publisher. The sensitive points: scope of users, billing metrics, licence audit, corrective and enhancement maintenance, what happens to bespoke developments. We also put a contractual framework around the use of open source components, whose licences impose their own obligations.

SaaS contract and service level agreements (SLA)

With SaaS, you install nothing: you access a service hosted by the publisher, with your data held on its side. The contract must ensure availability through quantified SLAs backed by penalties, the location and return of data, security and service continuity. Without these clauses, the client depends entirely on its supplier.

Bespoke development and agile methods

A development contract organises the course of the project: expression of requirements, milestones, provisional then final acceptance testing, warranties. Agile methods call for suitable contracting: a commitment on workload and governance rather than on a fixed specification. Ownership of the delivered code must be settled in writing; otherwise it remains with the developer.

IT outsourcing, TMA and externalisation

IT outsourcing (infogérance) and TMA (third-party application maintenance) entrust a provider with operating or maintaining all or part of the information system. Points to watch: scope and service agreements, governance and committee structure, benchmarking, price changes, exit conditions. These long-term contracts must provide for their own end.

Reversibility and exit from the contract

The reversibility clause organises the return of data, documentation and assistance from the outgoing provider to the incoming one. Negotiated at signing, it prevents technical and commercial lock-in at the moment the balance of power is reversed. Depending on the case, we add a source code escrow.

Sensitive clauses in an IT contract

Intellectual property in developments

Software is protected by copyright. Article L122-6 of the French Intellectual Property Code (Code de la propriété intellectuelle) reserves to its author the reproduction, modification and placing on the market of the software. When software is created by employees in the course of their duties, these economic rights vest in their employer, for example the IT services company (ESN) acting as provider (Article L. 113-9 of the same Code (in French)). Practical consequence: a client that funds a development does not automatically become its owner. Only a precise assignment clause (rights assigned, duration, territory, media) transfers the rights to it.

Liability, warranties and caps

Limitation of liability clauses cap compensation, often at the amount paid over twelve months. Negotiation focuses on the amount of the cap, the exclusions (data, operating losses) and the cases in which the cap does not apply. A clause that deprives the provider’s essential obligation of its substance is deemed not written (Article 1170 of the Civil Code (in French)): the balance must be defensible.

Personal data and processors (Article 28 of the GDPR)

As soon as the provider processes personal data on behalf of the client, Article 28 of the GDPR requires a written contract: documented instructions, confidentiality, security measures, rules on sub-processors, assistance and what happens to the data at the end of the contract. This framework fits into the company’s overall compliance policy, which we handle with our GDPR lawyer team.

Negotiation: rebalancing the power between publisher and client

Facing a large publisher or integrator, the client rarely starts on an equal footing: standard contract, references to online terms, broad audit clauses. Useful negotiation focuses on a few high-stakes points: service level commitments, liability cap, ownership of deliverables, reversibility, price and indexation. Conversely, we help publishers and IT services companies build protective and readable contracts. Knowing the practices on both sides of the table makes it possible to anticipate each party’s positions.

What happens in the event of a dispute?

Stalled project, non-compliant deliverable, disputed termination: when the contractual relationship deteriorates, the matter changes in nature. Our team in charge of IT litigation then takes over, from formal notice to court-appointed expert proceedings. A contract that was well drafted at the outset remains your strongest asset in this phase.

Frequently asked questions

What is the difference between a software licence and SaaS?

A licence grants you a right to use software installed on your own systems. SaaS gives you access to a service hosted by the software publisher, on a subscription basis, with your data stored on its side. The critical clauses differ: audit and scope of use for a licence; availability, security and return of data for SaaS.

Who owns software developed to order in France?

The developer, in principle: the author enjoys a property right in the work by the mere fact of its creation (Article L111-1 of the French Intellectual Property Code, CPI), and the rights in software created by employees in the course of their duties vest in their employer (Article L113-9 of the CPI). Paying for the development does not transfer the rights. The client must obtain a written and precise assignment clause in order to use, modify and develop the software freely.

What is a reversibility clause?

It is the clause that organises the end of the contract: return of the data in a usable format, transfer of the documentation, assistance from the outgoing provider during the transition. It is negotiated at signing, with a reversibility plan and cost defined in advance.

Must a SaaS contract comply with the GDPR?

Yes, as soon as personal data is processed, which is almost always the case. Article 28 of the GDPR requires a data processing agreement covering instructions, security, sub-processors and what happens to the data. Transfers outside the European Union must also be covered by appropriate safeguards.

Official sources

• Article 1112-1 of the French Civil Code, pre-contractual duty to inform: Légifrance (in French)
• Article L122-6 of the French Intellectual Property Code, exploitation rights of the author of software: Légifrance (in French)
• Article 28 of Regulation (EU) 2016/679 (GDPR), processor: text on cnil.fr (in French)

Law in force as at 6 July 2026. This content provides general information and does not constitute legal advice. Every situation is different: contact our team to review your IT contracts.