IT Contracts and Software Transactions in Ukraine

The default flipped on 1 January 2023. Under Article 15 of the Law of Ukraine on Copyright and Related Rights (No. 2811-IX), the economic rights in software developed on commission pass to the customer from the moment of creation, unless the contract provides otherwise. Article 430(2) of the Civil Code still speaks of joint ownership as the general rule — but expressly yields to a contract or a statute, and the 2022 Copyright Law is that statute. A written IP clause is still worth every line: it fixes scope and territory, covers code written before 2023, aligns Diia City gig contracts (Article 24 of Law No. 1667-IX vests IP in the resident company) and completes the chain of title into a foreign holding structure. That is the drafting we do.

Not as a named doctrine — but since 1 January 2023 the practical result is closer to the US rule than older summaries suggest. For employees, Article 14 of Law No. 2811-IX vests economic rights in the employer from the moment of creation unless the employment contract says otherwise; for commissioned works, Article 15 does the same in favour of the customer. Both defaults can be displaced by contract — which is precisely why the contract still matters: a loosely drafted clause can hand the rights back to the developer. Moral rights are not transferable under Ukrainian law and remain with the author in every scenario.

Cross-border payments under IT contracts run through the NBU currency regime, and banks act as its supervision agents. Two points matter in practice. First, there has been no mandatory sale of foreign-currency earnings since 2019 — receipts stay with the Ukrainian supplier. Second, settlement-deadline supervision targets trade in goods; for exports of services and IP rights it was lifted back in 2019 (NBU Instruction No. 7). The binding constraints now sit on the outbound side: martial-law restrictions on paying royalties and dividends out of Ukraine, which shape how IP fees to a foreign holding are structured. We draft payment and currency clauses around the regime actually in force.

Where the counterparty is a Ukrainian entity processing personal data of Ukrainian residents, Ukrainian data protection law applies regardless of the governing law of the main commercial agreement. A Ukrainian law-compliant DPA may be required either in addition to or as an annex to the main agreement. We assess the applicable framework and draft DPA provisions that satisfy both the chosen governing law and Ukrainian mandatory requirements.

Limitation of liability clauses are recognized under Ukrainian law but are subject to limits. Clauses that entirely exclude liability for wilful misconduct or gross negligence are generally unenforceable. Caps on liability for indirect or consequential loss are more straightforward. We draft limitation-of-liability provisions that are commercially effective and enforceable under Ukrainian law — explaining to the client where absolute limits exist and how to structure protection within those limits.

The insolvency of a Ukrainian IT supplier poses risks to IP ownership, source code access, service continuity, and data held by the supplier. We advise on protective structuring — source code escrow arrangements, IP assignment timing, data return obligations, and step-in rights — that reduce the clientʼs exposure to supplier insolvency risk. Where insolvency proceedings have been opened, we advise on creditor claims and asset recovery.

Diia City — Ukraineʼs special legal regime for tech companies under Law No. 1667-IX — added a third engagement form between employment and FOP contracting: the gig contract. On IP, Article 24 vests economic rights in the resident company from the moment of creation unless the gig contract says otherwise, which matches what a foreign parent expects to see in due diligence. Gig specialists keep statutory guarantees — a paid annual break of 17 working days, sick leave, social insurance — while NDAs and non-compete undertakings are expressly enforceable under Articles 26–27 of the same law. A foreign company cannot become a resident directly: residency runs through a Ukrainian subsidiary meeting the €1,200 average-remuneration and nine-specialist thresholds. Structuring that entry is usually where our work starts.