Start-ups and New Technologies
Legal support for the development of technology products
We help turn innovative ideas into products and scalable business models. We advise startups, technology companies and businesses developing new digital services. We advise on selecting the legal structure and arranging relationships between founders, preparing the product for market launch, strategic partnerships, expansion and fundraising.
We advise on projects that develop faster than the regulatory framework and require a non-standard legal approach. We analyze documentation, the user journey, data and fund flows, the allocation of roles between partners, and the product’s dependence on external technology providers.
We work directly with business, product, and technology teams. This allows our recommendations to account for both business assumptions and the practical conditions of implementing the product.
How can we help you?
We advise on the choice of legal form and jurisdiction, the allocation of functions between companies and the structuring of relationships between founders. We prepare constitutional documents and shareholders’ agreements that precisely regulate relations between shareholders and provide solutions designed to protect the project if one of them leaves.
We help identify the legal requirements affecting the product model, how it is offered, and relationships with users and business partners. We prepare terms and conditions, product documentation, customer information and liability rules. We advise at successive stages of development, from the first functional version of the product and pilot testing through commercial launch and expansion into new markets.
We prepare and negotiate agreements for the development, implementation and maintenance of technology, systems integration, cloud services, APIs, outsourcing, licensing and cooperation with clients and suppliers. We ensure a clear allocation of responsibility, appropriate service standards, data security, business continuity and the ability to develop the product further.
We organize rights to code, documentation, databases, brands and other elements of the product. We help protect know-how and reduce the risk of the business becoming dependent on a single technology provider. We also advise on transfers of rights, licenses, the use of third-party technology, and the rules governing the creation of subsequent versions.
We support projects that combine technology with financial services, payments, e-commerce, logistics, artificial intelligence, and digital infrastructure. We determine whether the planned model requires authorization, cooperation with regulated entities or a specific allocation of roles and responsibilities. We help technology providers meet the requirements imposed by banks and financial institutions, including requirements arising from DORA.
We advise on cooperation with technology partners, infrastructure providers, financial institutions and international funds. We structure frameworks for integrations, joint ventures, technology licensing, revenue sharing and operational responsibility. We also support international expansion, group reorganizations and the transfer of operations to jurisdictions better suited to the next stage of development.
We prepare startups for financing rounds and conduct due diligence reviews. We advise on negotiating term sheets, investment agreements, and shareholders’ agreements; incentive schemes; and organizing technology rights before an investor comes on board. We also support subsequent rounds, partnerships with strategic investors and changes to the ownership structure.
Examples of our experience
Marketplace, payments and AI-enabled solutions: we advised one of Europe’s leading technology platforms on designing payment services integrated with a marketplace and an AI agent functionality supporting the user’s purchasing journey. The project included designing payment flows, allocating roles between the platform operator, sellers, payment service provider, and users, and defining liability for the use of AI in payment-related interactions.
New service model: we supported a European technology service provider in redesigning its Buy Now, Pay Later model after a supervisory authority raised concerns. We analyzed the entire process, including the user journey, documentation, and the cooperation model with the bank. We combined regulatory analysis with practical product testing, which allowed us to identify gaps that would not have been apparent in a standard document review and to develop a new service model.
Securing rights to technology: we advised a technology company whose product was significantly dependent on a platform owned by an external provider. The existing licenses were time-limited and did not give the client the rights needed to develop its own product independently. We negotiated an agreement to transfer rights and grant a perpetual license governed by Delaware law. The client obtained the rights required to continue developing and commercializing its solution, as well as ongoing access to subsequent versions of the provider’s technology, eliminating this dependency risk.
Integration of payment card tokenization technology: we supported a technology company in integrating its mobile application with a card tokenization system offered by a global payment infrastructure provider. Our advice covered the cooperation structure, analysis of regulatory roles, negotiation of the integration and commercial agreement, and the allocation of responsibility for the secure processing of payment tokens.
DORA for a technology provider: we helped an IT service provider adapt its agreements and cooperation model to DORA requirements applicable in the financial sector. We updated documentation concerning operational resilience, information security, incident management, subcontractors, audit rights and termination. We designed the solutions for use in relationships with banks and other regulated institutions.
From concept to international operations: we supported an innovative fintech from the stage before the company was incorporated. We advised on the choice of jurisdiction, corporate structure, allocation of roles between founders and operating entities, and the legal framework for providing services. At later stages, we analyzed the product architecture and the conditions for launching it in the European Union, the United Kingdom, North America, and Asia.
FAQ
The articles of association alone are often not sufficient to address all matters relevant to startup founders. It is worth defining in advance the allocation of roles and responsibilities, the rules governing involvement in the project, rights to the technology, dispute resolution mechanisms, and the consequences of a founder’s departure. A properly drafted shareholders’ agreement helps reduce the risk of conflicts that could later hinder the company’s growth or its ability to attract an investor.
It is essential to determine who owns the rights to the code, documentation, databases, graphic designs, brand, and other product elements. This applies to work performed by founders and employees as well as by external developers or technology providers. At Lawarton, we help organize these rights and prepare agreements and licenses that allow the company to develop and commercialize the product freely.
It is not always possible to determine this conclusively based on the product description alone. How the product operates, the flows of funds and data, the roles of partners, and the scope of responsibility of individual participants are also relevant. We analyze the entire business model and determine whether its launch requires authorization, cooperation with a regulated entity, or adjustments to specific elements of the product or process.
Expansion into a foreign market may require adapting not only user documentation, but also the service delivery model, corporate structure, agreements with partners or data processing rules. For regulated products, local licensing requirements and supervisory authorities’ approach are also particularly important. We prepare comparisons of the requirements applicable in individual markets for our clients and help design a structure that enables the business to continue scaling.
When entering into an agreement, it is worth ensuring an appropriate scope of licenses, rights to further develop the product, access to documentation and data, and rules for using subsequent versions of the technology. The terms for ending the cooperation and the ability to migrate the solution to another provider are also important. Our lawyers help design agreements so that the development of a key product does not depend on a single technology partner.
