Posso licenciar meu aplicativo para um distribuidor brasileiro sem perder a propriedade do código?
Em Brasil
Última Atualização:
Jan 25, 2026
Preciso reter a propriedade intelectual da aplicação enquanto concedo apenas uma licença de distribuição. Para isso, insista em cláusulas que limitem a cessão de direitos, deixando claro que segue sendo titular exclusivo de todos os direitos sobre o software, e que apenas concede um direito de uso e distribuição não exclusivo (se for o caso) e por tempo determinado. Especifique que não há transferência de titularidade, que a licença é sublicenciável ou não conforme o desejado, e que quaisquer melhorias permanecem sob sua propriedade. Inclua também cláusulas sobre auditoria e prestação de contas, responsabilidade por violação de terceiros, e mecanismos de rescisão imediata em caso de descumprimento, protegendo assim sua propriedade intelectual.
Respostas de Advogados
Ascendance International Consulting (A-I-C)
Jan 26, 2026
Jan 26, 2026
Thank you for reaching out with your concern. It's essential to ensure that any agreement you sign with the Brazilian company protects your intellectual property (IP) while allowing them to distribute and collect payments for your mobile app. To address your concerns about retaining ownership, here are key clauses you should insist on in the contract:
IP Ownership Clause: Make it explicit that you, as the creator, retain full ownership of the intellectual property related to the app, including any source code, design, branding, and other proprietary assets. You can grant the company a license to distribute the app, but ownership should remain with you.
Exclusive vs. Non-Exclusive Rights: If the company is seeking exclusivity, define the scope and term of exclusivity clearly. For instance, you may grant them exclusive rights in a specific territory (e.g., Brazil) or for a specific period, but you should retain the right to license the app elsewhere, both regionally and globally, after the exclusivity term ends or under certain conditions.
License Scope and Limitations: Clearly specify the type of license you are granting, whether it’s exclusive or non-exclusive, and the exact rights being transferred (e.g., distribution, marketing, and payment collection). Also, define any limitations on their use of the IP—such as prohibiting modification, sublicensing, or reverse engineering—unless specifically authorized.
Termination Rights: Include provisions for terminating the agreement in case of breach or if the company fails to meet certain performance metrics, such as sales targets. This ensures that you can regain control of your app and IP if necessary.
Revenue and Payment Terms: Make sure the contract includes clear terms regarding how the payments will be collected and shared, as well as any reporting or audit rights you may have to monitor revenue and ensure transparency.
Confidentiality Clause: To protect any proprietary information shared with the company, ensure there is a confidentiality clause in place, preventing them from disclosing your app’s inner workings or business strategies to third parties.
No Transfer of IP: Explicitly state that the agreement does not transfer any ownership rights to the company, ensuring that all IP remains with you. You could add language to clarify that the company is only receiving a distribution license for the duration of the agreement.
By ensuring these clauses are included in the contract, you’ll be able to retain ownership of your app and its IP, while allowing the Brazilian company to distribute and collect payments on your behalf. It’s highly recommended to have us review the contract to ensure your interests are fully protected.
Sincerely,
Ascendance International Consulting
IP Ownership Clause: Make it explicit that you, as the creator, retain full ownership of the intellectual property related to the app, including any source code, design, branding, and other proprietary assets. You can grant the company a license to distribute the app, but ownership should remain with you.
Exclusive vs. Non-Exclusive Rights: If the company is seeking exclusivity, define the scope and term of exclusivity clearly. For instance, you may grant them exclusive rights in a specific territory (e.g., Brazil) or for a specific period, but you should retain the right to license the app elsewhere, both regionally and globally, after the exclusivity term ends or under certain conditions.
License Scope and Limitations: Clearly specify the type of license you are granting, whether it’s exclusive or non-exclusive, and the exact rights being transferred (e.g., distribution, marketing, and payment collection). Also, define any limitations on their use of the IP—such as prohibiting modification, sublicensing, or reverse engineering—unless specifically authorized.
Termination Rights: Include provisions for terminating the agreement in case of breach or if the company fails to meet certain performance metrics, such as sales targets. This ensures that you can regain control of your app and IP if necessary.
Revenue and Payment Terms: Make sure the contract includes clear terms regarding how the payments will be collected and shared, as well as any reporting or audit rights you may have to monitor revenue and ensure transparency.
Confidentiality Clause: To protect any proprietary information shared with the company, ensure there is a confidentiality clause in place, preventing them from disclosing your app’s inner workings or business strategies to third parties.
No Transfer of IP: Explicitly state that the agreement does not transfer any ownership rights to the company, ensuring that all IP remains with you. You could add language to clarify that the company is only receiving a distribution license for the duration of the agreement.
By ensuring these clauses are included in the contract, you’ll be able to retain ownership of your app and its IP, while allowing the Brazilian company to distribute and collect payments on your behalf. It’s highly recommended to have us review the contract to ensure your interests are fully protected.
Sincerely,
Ascendance International Consulting
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