As startups and businesses increasingly rely on external technology partners to build digital products, clearly defining ownership and delivery of source code has become a key aspect of software development agreements. For businesses investing in digital platforms, access to source code is essential for maintaining, scaling and further developing their products, making well-drafted contracts and milestone-based delivery obligations increasingly important.
With cross-border technology collaborations becoming more common, questions around software ownership, project deliverables and intellectual property are drawing greater attention from businesses. Industry experts say software development agreements should clearly define source code ownership, delivery timelines, access rights and preservation of digital assets to help minimise uncertainty and support business continuity.
A recent commercial matter involving Florida-based technology company I-Chrono LLC and Delhi-based software development company Fluper Limited has brought these considerations into focus. According to the pleadings, the matter relates to contractual obligations concerning the delivery of software source code under software development agreements. I-Chrono LLC is represented in the matter by King Stubb & Kasiva (KSK).
According to the pleadings, I-Chrono engaged Fluper in January 2025 to develop a mobile application and web platform for an online luxury watch marketplace, followed by a subsequent engagement for an AI-based luxury watch authentication feature. The company has stated that payments were made under the agreements and has alleged that the agreed source code and related project materials were not delivered despite repeated requests. It has further stated that the software required multiple revisions during development and that the AI functionality did not perform as expected during testing.
According to the pleadings, after I-Chrono sought suspension of the projects and requested delivery of the source code and related project materials, the materials were not released, ultimately leading the parties to seek legal resolution. The company has also stated that the delays affected its planned commercial rollout and fundraising efforts, and it has sought appropriate civil remedies, including delivery of the disputed source code and related project materials.
During the course of the matter, interim directions were passed for preservation of the disputed source code and associated electronic records while the contractual issues are being examined. The matter is currently under consideration, and the contractual claims of the parties are yet to be finally determined.
The matter highlights the importance of clearly drafted software development agreements that define source code ownership, delivery obligations, intellectual property rights and preservation of digital assets. As businesses increasingly collaborate with technology partners across borders, clear contractual frameworks can help reduce uncertainty and support smoother project execution.
