Intellectual property for SaaS: who owns what?

SaaS companies and their customers often have a different vision of intellectual property. A customer may think that they own what they are funding or improving, while a publisher generally assumes that they maintain all rights to their product, including suggested improvements. These misunderstandings can generate contractual tensions. It is therefore essential to anticipate these questions and to clarify them as soon as the contract is drafted.

Who owns the SaaS software and its evolutions?

SaaS software is always owned by the publisher, whether it's the initial release or general updates. Even if a customer proposes improvements or influences the evolution of the product, the publisher retains full ownership of the developments made.

In SaaS, the evolution of the software is often based on customer feedback. These improvements benefit all users. It is a key element of the SaaS model: each customer benefits from updates without distinction. As a result, a customer cannot claim ownership rights to an improvement, even if it is the result of his suggestions.

Specific customizations: a gray area in SaaS

The developments specific to a customer are more complex. If a customer finances customization, they can expect to own it. However, in SaaS, customization is based on the software base and generally remains unusable without it. Once the subscription is over, development often becomes outdated.

It is therefore crucial to assess each case individually and to specify in the contract:

• Who has the rights to customization?
• Can the publisher reuse it for other customers?
• Can the customer continue to operate it if they leave SaaS?

Who does the data in a SaaS belong to?

The customer remains the owner of his data:

• Initial data (imported by the customer).
• Data generated by the use of the software.

The SaaS company cannot claim or reuse this data without the customer's agreement. But another type of data is often a source of confusion: usage data.

The logs, statistics and analyses resulting from the use of SaaS generally belong to the publisher. This information allows him to improve his product and optimize performance. They are often anonymized and aggregated, which significantly reduces the risk for the customer.

Clarifying intellectual property on SaaS as early as the contract

To avoid unfounded claims, it is essential to:

• Clearly define each party's rights to the software, specific developments, and data.
• Provide clauses on the reuse of improvements and customizations.
• Supervise the use of usage data to avoid any ambiguity.

A well-written SaaS contract protects both the publisher and the customer by clarifying these critical questions from the start.

If you are a SaaS company and want to secure your contracts, I can help you avoid disputes and ensure a clear distribution of rights.