Terms for an offshore development partnership

An offshore development partner gives a UK business capacity it cannot hire at home, on terms that are only as good as the UK business's ability to enforce them in another country. The agreement has to choose a law and a forum that will be respected, secure the IP with the formalities the partner's own law requires, move personal data lawfully, protect confidential information held by people the UK business will never meet, handle payment across currencies and tax regimes, and provide an exit that brings the work home. I draft that agreement for a fixed fee of £995, delivered in five working days.

Who this is for

Software businesses, agencies and product companies in England and Wales engaging development teams in India, Eastern Europe, South East Asia, Latin America or elsewhere, whether a dedicated team, a project engagement or an ongoing partnership.

What matters in an offshore development agreement

Governing law and how the agreement is enforced abroad

The agreement should be governed by English law with disputes referred to arbitration seated in London under the Arbitration Act 1996, because an arbitral award is enforceable in most countries under the New York Convention while an English court judgment may not be recognised in the partner's country at all; the agreement should also give the UK business the right to seek injunctions in any court to protect its IP and confidential information, and should require the partner to sign a local-law confirmation where the partner's country requires one for the IP assignment to be effective.

Intellectual property and the formalities that make it work

The agreement should assign the IP in all work product to the UK business as it is created, in writing signed by the partner as section 90 of the Copyright, Designs and Patents Act 1988 requires, and should require the partner to have written assignments from each of its employees and contractors, because in many countries the developer owns what they write unless a written assignment says otherwise; moral rights should be waived to the extent the partner's law allows, and the partner should warrant that the work is original and free of third-party and undisclosed open source code, with an indemnity.

Data transfers, security and access

Where the partner's team accesses personal data, the transfer from the UK needs a mechanism under Article 46 of the UK GDPR (the international data transfer agreement or the UK addendum to the EU standard contractual clauses) with a transfer risk assessment, and the agreement must contain the processor terms Article 28 requires and security under Article 32; the better structure is to keep data in the UK business's environment with the partner working through controlled access, so that the transfer is of access rather than of copies, and the agreement should say which.

Confidentiality and the partner's staff

The agreement should impose confidentiality on the partner and require it to bind its staff and contractors individually, to restrict access to those working on the engagement, to prohibit work on the UK business's product from personal devices or unsecured locations, to notify staff changes, and to return or destroy materials on exit; where the partner's team works for the UK business's competitors, the agreement should require separation of teams. The UK business should have audit and inspection rights, in person or remotely.

Payment, currency, withholding and the partner's tax

The agreement should state the currency, who bears exchange movements and bank charges, invoicing and payment terms, that fees are exclusive of local taxes for which the partner is responsible, and how any withholding tax in the UK business's or the partner's country is treated (grossed up or borne as stated); interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998 applies to the English-law contract, and the UK business should ensure that the engagement does not create a taxable presence for it in the partner's country, which is a question for its accountants that the agreement should not pre-empt.

Export controls, sanctions, bribery, quality and exit

Software and technical data sent abroad can be controlled under the Export Control Order 2008, and the agreement should require compliance with export and sanctions law on both sides and warrant that the partner and its staff are not sanctioned; the partner should comply with the Bribery Act 2010, which reaches the UK business for a partner's acts on its behalf, and have its own policies. The agreement should set quality standards, code review, working hours overlap and reporting, a notice period on both sides, a non-solicitation of each other's staff, and an exit that transfers all work, credentials and documentation to the UK business with liability capped under section 11 of the Unfair Contract Terms Act 1977 and third-party rights excluded under the Contracts (Rights of Third Parties) Act 1999.

What it costs

SaaS or technology contract, £995. One contract drafted for how your product or service is sold, delivered and supported. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

Can we sue an offshore partner in England if they breach the agreement?

You can, but a judgment may be unenforceable where the partner is. Arbitration in London gives an award most countries will enforce, which is why the agreement uses it; injunctions to protect IP can be sought anywhere.

Do we own the code an offshore developer writes for us?

If the agreement assigns it in writing and the partner has written assignments from each developer, yes. In many countries the individual owns the code until they sign, and the agreement requires those signatures.

Can the offshore team access our customer data?

With a transfer mechanism, processor terms and security in place, or better through controlled access to your own environment so that data does not leave the UK. The agreement is drafted for whichever structure the business chooses.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Software development agreement when you are the client
• SaaS terms for selling to customers outside the UK

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.