Digital Wallet Development and Delivery Agreement Review and Copyright Ownership Advisory

Client Information

Corporate / Business Entity

 

Case Details

The client is a company preparing to launch a blockchain-based digital wallet service in Korea. It planned to engage an external developer to build the initial version of the service and subsequently proceed with commercialization, further development, and ongoing operation.

The draft agreement covered the development of the digital wallet, delivery of source code, test builds, API documentation, account transfers, system handover, and training support.

Before entering into the agreement, the client requested a legal review of the contractual terms, particularly those concerning ownership of the deliverables, acceptance procedures, and milestone payments.

Decent Law Firm reviewed the agreement on the basis that it would serve not merely as a software development contract, but also as a key legal document supporting the client’s future commercialization and regulatory compliance.


▪️Ownership of Intellectual Property Rights

We clarified the scope of the economic rights and usage rights to be transferred to the client upon full payment.

The agreement was revised to distinguish those rights from the developer’s pre-existing technology, background assets, and general-purpose technical components that would remain the developer’s property.


▪️Restrictions on Business Activities in Korea

The agreement permitted unrestricted commercialization outside Korea but restricted certain competing activities in Korea involving the developer’s background technology for three years from the contract term and delivery date.

We reviewed whether this restriction could conflict with the client’s future expansion plans or limit its ability to develop and operate related services in Korea.


▪️Deemed Acceptance Provision

We identified the risks associated with a provision under which the deliverables would be deemed accepted unless the client raised objections within a specified period after receiving an acceptance request.

The client was advised to establish an internal review and testing process to prevent defective or incomplete deliverables from being automatically treated as accepted.


▪️Milestone Payment Structure

We reviewed the effectiveness of the four-stage payment structure, consisting of an initial payment, design approval payment, interim development payment, and final acceptance payment.

The review also covered the contractual provisions concerning liquidated damages for delays and whether the payment conditions were sufficiently linked to measurable deliverables and approval procedures.


▪️Revision of Contractual Provisions

Based on the review, Decent Law Firm advised the client on revisions to the provisions governing intellectual property ownership, acceptance procedures, payment conditions, and restrictions on future business activities.