Oziel Law is ranked Tier 1 for Technology Law in Toronto in Best Law Firms™ – Canada (2025 and 2026). Allan Oziel has been recognized in The Best Lawyers in Canada™ for Technology Law since 2022.
Our Licensing and Technology Contracts Lawyers
Lawyers who draft and negotiate software licences, platform terms and commercial technology agreements.
Frequently Asked Questions about Licensing and Technology Contracts
What is the difference between a licence and an assignment?
An assignment transfers ownership of the IP to someone else. A licence keeps ownership with you and grants permission to use the IP on agreed terms, such as scope, territory, duration and fees. Most software and technology deals use licences, so the owner keeps control and can license to others.
What should a software licence agreement include?
Key terms include the scope of use (users, devices, purposes), restrictions, fees and payment, ownership of the software and of improvements, support and updates, warranties, limitation of liability, confidentiality, data protection and what happens on termination.
Do we need custom terms of service and a privacy policy?
Yes, if you offer an app, website or online platform. Terms of service set the rules for using your product and limit your liability; a privacy policy explains how you collect and use personal information, which Canadian privacy laws require. Templates copied from other businesses often don't match how your product works. See our privacy and responsible AI services.
How can we limit our liability in technology contracts?
Common tools are a cap on total liability (often tied to fees paid), exclusion of indirect and consequential damages, carefully scoped warranties and indemnities, and clear service levels. Some liabilities, such as for breach of confidentiality or IP infringement, are often negotiated separately.
How does open-source software affect our product?
Open-source licences let you use code for free, but some (copyleft licences such as the GPL) may require you to share your own source code if you distribute software that includes it. Tracking which open-source components you use, and their licences, protects your IP and avoids problems in investor or buyer due diligence. Read our article on open-source software ownership, licensing and commercialization.
Can we use contract templates?
Templates are a good starting point for routine, low-risk deals. For your core customer agreement, partnerships and anything involving significant revenue, data or IP, tailored drafting is worth it. We can also prepare a set of standard templates your team can use with confidence. For SaaS and development agreements, see our technology service contracts services.