Contracting a Polish developer or IT agency: 5 clauses that protect your company

Working with independent Polish developers and software agencies on B2B contracts is everyday practice for many foreign companies. Many assume that a standard contract template will protect their interests, but market practice shows otherwise. Without proper legal support at the drafting stage, a company can lose valuable rights and end up in long, costly disputes. Prevention is always better than cure. Here are five key provisions every IT B2B contract should include.

1. Intellectual property: who owns the code?

Ownership of the copyright to the software is one of the most common flashpoints. A widespread myth says that if you pay for the code, you automatically own it. Under Polish law, unlike in some other jurisdictions, the developer is the author and the original owner of the copyright. Without an express written transfer of the economic rights, the client may find that, despite the money invested, it cannot freely use the software.

The contract must precisely define the scope of the rights transferred, the fields of exploitation and the moment of transfer, for example on acceptance of the work or of each stage. Without these provisions, you may not be able to modify, distribute or monetise the product.

2. Confidentiality (NDA): a shield for your data

IT subcontractors almost always have access to sensitive business information: development strategies, customer data, technical know-how and project specifications. Standard NDAs are often too general for IT. The contract should define confidential information in detail, set how long the obligation lasts, often beyond the term of the contract, and specify the sanctions for a breach.

An effective NDA should also state how the subcontractor may process and store the data entrusted to it and how the data must be returned or permanently deleted when the cooperation ends.

3. The contractor’s liability: penalties, statutory warranty and guarantee

Errors and delays happen even in the best IT projects. The contract must therefore set out the contractor’s liability and the compensation mechanisms. Contractual penalties should be proportionate to the potential damage and linked to specific breaches, such as late delivery of project stages or missing functionality.

It is also important to distinguish between the statutory warranty (rękojmia), which covers defects existing when the work is delivered, and a guarantee, which is the contractor’s voluntary undertaking to remedy defects discovered within a set period after acceptance. Without detailed provisions, your company may have to bear the cost of fixing faulty software itself.

4. Termination: an emergency exit

Every cooperation ends at some point, sometimes prematurely. A contract without clear termination rules can trap a company in an unprofitable relationship. A professional B2B contract should set out termination with notice, with an appropriate notice period, and the right to withdraw in the event of material breach.

It should also regulate payment for work done so far, the return of documentation, access to the source code and the handover of all project materials. These seemingly secondary provisions decide whether the cooperation ends smoothly and safely.

5. Dispute resolution: an alternative to court

Despite the best intentions, business disputes are sometimes unavoidable. Court proceedings in Poland can take years. Mediation or arbitration clauses can offer faster and often cheaper resolution. Mediation helps the parties reach a compromise with a neutral mediator and preserves the business relationship, while arbitration, though more formal, is faster than the courts and often decided by experts in the field, which is particularly valuable in complex IT disputes. Specifying the competent court, and for international contracts the governing law, also reduces uncertainty.

Professional legal support in drafting IT B2B contracts is an investment that pays off in security and stability. Do not rely on unverified templates or vague provisions.

Frequently asked questions

What are the most common mistakes in transferring copyright in IT B2B contracts?

No transfer clause at all or one that is too general, failing to list the fields of exploitation, not regulating the fee for the transfer, and not covering auxiliary materials and the source code as well as the final product.

Is a standard NDA enough to protect IT know-how?

In most cases, no. IT involves specific confidential information such as algorithms, system architecture and databases, which templates do not define in enough detail. Non-compete provisions, where permissible, and an obligation to report attempts to obtain confidential data are also worth considering.

What if I have already signed an unfavourable contract with a Polish IT contractor?

Have it analysed quickly. A lawyer can assess the risks and identify options for renegotiation, amendments or termination and, where cooperation is no longer possible, prepare an exit strategy that minimises losses.