Software Lawyer

Hire a software lawyer for licensing, IP, and customer contracts.

EULA + Terms of Service drafting. Single-agreement licensing review. Open-source license audit (catch GPL/AGPL contamination before acquisition diligence). Flat fees so you know what the legals cost before you ship.

Open-source license audit EULA + ToS build Customer licensing review IP indemnity drafting
Sergei Tokmakov, Esq., California attorney, CA Bar #279869
AI Legal Analyst

Ask my AI Legal Analyst about software licensing?

Tap a question for an instant, free answer (no email needed), or describe your product and the analyst routes you to the right next step. Answers cover EULA vs Terms of Service, GPL / AGPL copyleft risk, IP indemnification, and how the flat-fee packages fit.

Common software-licensing questions, always free

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Software licensing packages

Three core packages. Pick the one that matches where the software product is in its lifecycle.

Open-Source License Audit

Quoted separately per codebase
Scoped per matter

Before acquisition diligence, before a security review, or before legal asks "what GPL code is in our codebase," get the audit done. A full codebase and dependency-tree audit is scoped and quoted per matter.

  • Source-tree dependency inventory
  • Per-package license identification (MIT, Apache, GPL, AGPL, etc.)
  • GPL/AGPL contamination risk analysis
  • Notice and attribution requirements list
  • Recommended remediation: replace, isolate, or disclose
  • Written audit memo suitable for board / acquirer review
Request a quote

Written Attorney Consultation

$240 flat fee
7 business days

You already have customer agreements, MSAs, and reseller arrangements. Send me the situation and a key agreement, and I send back a written attorney review of the issues, risks, and what to fix first.

  • Written attorney response on your licensing situation
  • Indemnity, liability, and IP scope analysis on the key agreement
  • Identified contradictions and where they sit
  • Prioritized fix list (what to redline first)
  • Practical next-step recommendation
  • A single-agreement redline is the $575 drafting package; a full multi-agreement portfolio audit is quoted separately
Request the consultation

Who this is for, and who it isn't

This is for you if:

  • Software vendors shipping desktop, mobile, web, or on-premise products
  • Indie devs licensing under MIT, Apache, GPL, or AGPL
  • Agencies bundling third-party libraries into client deliverables
  • Companies preparing for acquisition diligence (clean licensing matters)
  • Software products selling into enterprise procurement

This isn't for you if:

  • Pure SaaS without distributable software (use SaaS Legal Package Hub)
  • Patent prosecution or trademark filing (specialty firm work)
  • Open-source litigation defense (referred)
  • DMCA takedown disputes (different practice area)

My approach

Software licensing is mostly about getting the structure right early. Most "licensing problems" are downstream of EULA decisions made years before.

Step 1

Send the materials

Your current documents and a short product description are all I need to start.

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What to send

Current EULA / ToS if any, customer agreement, brief description of the product (distribution model, hosting, where users sit), and the dependency list if you want the OSS audit.

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Step 2

I draft or audit

I deliver the drafted agreement, the written attorney review, or the OSS audit memo on a flat fee, or a quote for a deep codebase audit.

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Turnaround

Usually within 7 business days for the drafting and the written consultation. A full open-source codebase audit is scoped and quoted per matter.

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Step 3

Roll out

You put the work into production, and I stay available for procurement questions.

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After delivery

You wire the EULA into your installer or signup flow, fix the OSS contamination, or send the redline back to your customers. I support enterprise procurement questions for 30 days post-delivery.

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Recent client results

"OSS audit found two AGPL packages we had pulled in unknowingly. Replacing them before our Series B diligence saved us from a deal-killer."
Series A SaaS founder avoided deal-killer in due diligence
"EULA Sergei built actually says what we mean. The boilerplate we had been shipping had three contradictions in it."
Indie software vendor
"Licensing stack review caught that our reseller agreement granted broader IP rights than our customer agreement had. Painful to fix later, easy to fix before."
Enterprise SaaS CEO

Why work with me

Sergei Tokmakov, Esq.

Sergei Tokmakov, Esq.

California Bar #279869 · Licensed since 2011 · 1,800+ projects · 700+ five-star reviews

I have been a California-licensed business attorney since 2011, with a deep practice in software licensing, IP, and B2B contracts. I run my own legal practice and operate the Terms.Law platform, which itself is a software product with its own licensing stack.

The packages here are flat-fee. You get a real EULA, a real OSS audit, or a real licensing-stack memo, not a "depends on what you find" hourly engagement.

Frequently asked questions

What counts as GPL or AGPL contamination?

GPL and AGPL are "copyleft" licenses: if you incorporate GPL code into your product and distribute it, you may be required to release your entire combined work under GPL. AGPL extends this to network services. The audit identifies whether and where this risk exists in your codebase.

Do I really need an EULA if I have a Terms of Service?

If you distribute software (desktop installer, mobile app, on-premise), the EULA governs the licensee’s use of the binary itself. ToS governs use of a web service. Most products with a downloadable component need both, drafted to be consistent.

What’s included in IP indemnification?

Standard IP indemnity says you’ll defend your customer if a third party claims the software infringes their patent, copyright, or trade secret. The package includes carve-outs for customer modifications, combinations, and unauthorized use, plus a sensible liability cap.

Can you handle open-source community license issues?

Yes for compliance and contract drafting. License steward / community-governance work (e.g., dual-licensing, contributor agreements) is in scope; OSS-license-related litigation is referred.

What if my product has both software and SaaS components?

I draft a coordinated stack: EULA for the software component, ToS for the SaaS component, with consistent defined terms. Pricing is the EULA package plus discount on the ToS work.

Do you handle copyright registration?

Software copyright registration is straightforward and usually doesn’t require an attorney. I can refer you to a paralegal service or handle it for $575 per work.

Related resources I've written

Ship software with a licensing stack that holds up.

Written attorney consultation $240. EULA or SaaS terms drafting $575. Open-source codebase audit quoted separately. Pick the one that matches what you need.