Background

When our client, a company operating in gene therapies and genomics, engaged us, they were in the process of commissioning a third party to develop their website. While the project was commercially important, they did not have an in-house legal function to assess whether the underlying agreement adequately protected their position.

The draft agreement did not fully address key areas such as intellectual property ownership, performance expectations, and payment structures. In addition, as the business was based in Scotland, it was necessary to ensure that the agreement reflected the requirements of Scottish law. Without these elements in place, the client faced the risk of misalignment during delivery and limited recourse if issues arose.

The LS Law Approach

We approached the matter by aligning the legal framework with the commercial objectives of the project. Our role was to ensure that the agreement was both legally robust and practical to operate.

We began by working closely with the CEO and CFO to understand the scope of the project, including deliverables, timelines, cost structures, and the intended ownership of outputs. This allowed us to assess the agreement not only from a legal perspective but also in the context of how the project would be managed in practice.

We then conducted a detailed review of the existing agreement to identify gaps and areas of risk. Based on this, we revised the document to include clear provisions on intellectual property ownership, ensuring that rights in the developed website and associated materials were properly allocated.

We also incorporated defined KPIs and acceptance criteria to provide a structured basis for assessing performance, alongside clear payment terms linked to delivery. Throughout, we ensured that the agreement was consistent with Scottish legal principles.

Our focus was to produce a document that reduced ambiguity, supported accountability, and provided appropriate protection if the project did not proceed as expected.

The Outcome

The client entered into the website development arrangement with a clear and balanced agreement in place.

The revised terms provided certainty over ownership of intellectual property, established measurable expectations for delivery, and aligned payment obligations with performance. This reduced the likelihood of disputes and created a more structured working relationship with the developer.

By addressing legal and commercial risks at the outset, the client was able to proceed with the project with greater confidence and clarity, supported by an agreement that reflected both their operational needs and legal position.