IT contracts with foreign clients in Uzbekistan

For an Uzbek IT company, a foreign-client contract connects deliverables, acceptance, payment and the transfer of rights. Export proceeds for work and services must generally arrive within 180 days after signing acceptance. The Civil Code, copyright, accounting, currency regulation and international commercial arbitration laws, and foreign-trade monitoring rules govern different aspects of the relationship.

At a glance:

• Development deliverables, support and rights transfers may form a mixed contract (art. 354 CC).
• Acceptance information goes into E-kontrakt by the following month’s 20th day.
• A signed acceptance certificate starts the 180-day period for receiving proceeds for work and services.
• Receiving source code does not itself transfer copyright (art. 4, Computer Programs Law).
• The provider receives payment for the agreed deliverable; the client receives only the usage rights actually transferred (art. 39, Copyright Law).

Updated: 16 September 2026

How to structure development and IT outsourcing contracts

The contract first identifies what the client is buying: a completed development deliverable or the team’s ongoing activities. A contract for work involves performing work and handing over its result (art. 631, Civil Code, referred to below as CC). Under a services contract, the provider performs agreed actions or activities (art. 703 CC). Developing a particular module and subsequently supporting it may therefore constitute separate parts of one contract.

The parties must agree on the essential terms, including the subject matter (art. 364 CC). A technical specification can describe functions, integrations, the files to be delivered and the acceptance tests. This specifies the subject matter; it is not a separate statutory IT-contract template. A contract for work states the start and completion dates (art. 635 CC); the parties may also agree milestone dates.

Foreign-trade contracts must contain specified sections and information (paragraph 4 of the Regulation approved by Cabinet Resolution No. 283). The following list covers an ordinary IT work or services contract paid in money. Special information concerning goods, Incoterms and barter applies to the corresponding transactions.

For a particular work or services contract whose total cannot be determined at conclusion, the total amount may be omitted. An hourly arrangement can specify the rate, time records and approval of the volume of work. For a contract for work, the law permits a method of determining the price (art. 636 CC). An estimate is fixed unless identified as approximate; the contractor must give timely notice of a substantial increase in an approximate estimate caused by additional work.

If the pricing and payment currencies differ, the contract states the conversion rate and its source. A contract written in a language other than the state language must be translated into the state language and certified in the prescribed manner. Agreeing an English text does not itself remove this requirement.

A foreign economic transaction involving an Uzbek legal entity or citizen must be in writing (art. 1181 CC). An exchange of electronic documents (art. 366 CC) is possible where the sender can be reliably identified. For a project, this means identifying the authorised representatives and channels for approving the specification, changes and acceptance.

How to document acceptance and payment

An acceptance certificate records the deliverable handed over and accepted. For foreign-trade monitoring, it also affects when the period for receiving proceeds starts. The client inspects and accepts the work under the contractual procedure; apparent defects, or a reservation of the right to claim for them, are recorded in the certificate or another acceptance document. The client must notify the contractor of hidden defects within ten days (art. 646 CC) after discovering them.

As a primary accounting document, the acceptance certificate requires the following mandatory particulars (art. 14, Accounting Law):

• the name of the accounting entity;
• the document’s name and number, date and place of preparation;
• the name, substance and quantitative measurement of the transaction, with units expressed in physical and monetary terms;
• positions and signatures, with surnames and initials or other details identifying the persons who carried out the transaction.

The document is prepared when the transaction occurs or afterwards; electronic documents are permitted. For development work, these particulars can identify the milestone, version, materials delivered, quantity and value. A file list or reference to an agreed version helps connect the acceptance certificate to the technical specification.

Unless advance payment is agreed, the client under a contract for work pays after final delivery (art. 638 CC) of work properly completed on time, or early with the client’s consent. The right to demand an advance and its amount must arise from the contract or legislation. Services are paid for within the agreed time (art. 705 CC). Payment for each development milestone and recurring support is therefore addressed separately.

Where the result is defective, the client generally chooses between three remedies (art. 650 CC): correction without charge within a reasonable time, a proportionate price reduction, or reimbursement of correction costs where the contract gives the client the right to correct the result. Without a warranty period, defects must be discovered within a reasonable time and within two years (art. 651 CC) after delivery, unless legislation, the contract or commercial custom sets another period.

Acceptance in the absence of objections is a mechanism the parties may agree for performance of their contract. It needs to specify where the deliverable is sent, the review period and evidence of delivery. It cannot automatically be treated as a signed acceptance certificate for currency monitoring: the special rules require copies of acceptance certificates to be attached.

How to record the contract in E-kontrakt

An ordinary IT company enters information on its foreign-trade contract, acceptance certificates and invoices in E-kontrakt, using an electronic digital signature. Registered self-employed persons are excluded from this obligation. The current wording uses E-kontrakt; older documents refer to the Unified Electronic Information System for Foreign Trade Operations, commonly abbreviated in Russian as EEISVO.

The monitoring scheme requires contract and invoice information before foreign-trade operations begin. Information on certificates for completed work or services is entered by the 20th day of the month following their preparation. Copies are attached to the contract record. Each milestone is therefore a separate documentation event, rather than an entry made only when the whole project finishes.

Acceptance information includes the certificate’s number and date, type of work or services, unit of measurement, quantity and value. General information covers the parties, contract, currencies, deadlines, payment terms and amendments. These are part of the system’s data requirements, which extend beyond uploading a scanned contract.

Changes are recorded in a supplemental agreement and entered in the same manner as the contract. The bank carries out transactions where there are no discrepancies between the contract and the system’s information. As a general rule, settlements pass through an account at an Uzbek bank, unless legislation provides an exception.

When an invoice or public offer is sufficient

Work and services may be exported on the basis of an invoice, without a separate export contract, after the information is entered in the system. Permission to use an invoice does not itself resolve the scope of deliverables, acceptance or rights. Those terms require agreement under the relevant contract and copyright rules.

A separate rule applies to IT Park residents: foreign payments for subscriptions to software products they have created may be accepted under a public offer without entering the information in the system. The rule identifies subscriptions to the resident’s own software. It does not establish an exemption for every bespoke development or team-provision contract.

For digital products distributed without a physical medium, the Electronic Commerce Law permits a unilateral primary accounting document (art. 20), with electronic copies of the adhesion agreement, offer, licence or other contract; a copy of the invoice or another document received from the counterparty; and electronic evidence of money received and paid. This is a special procedure for the transaction described in the law, rather than a universal replacement for acceptance certificates in IT projects.

IT Park admission and taxation are covered separately. The article on IT Park residency explains the conditions governing a resident’s activities. It is relevant when selecting the company’s operating regime before applying special rules to its contracts.

How to calculate the export-proceeds repatriation period

For services and work, proceeds must arrive within no more than 180 days from signing the acceptance certificate. The provision does not identify the contract date, invoice date or project completion recorded in correspondence as the starting point. The contractual payment deadline governs the client’s obligation to the provider; an agreed payment extension does not itself replace the currency-monitoring deadline.

Repatriation means partial or full performance of the non-resident’s obligation. The law recognises four methods (art. 11, Currency Regulation Law): receipt of money or goods, performance of work or provision of services; set-off of a counterclaim of the same kind; substitution of another obligation between the same parties with a different subject matter or method of performance; and receipt of an insurance payment. A promise to pay later is not one of these methods.

A correspondent bank’s fee deducted from incoming export proceeds is not treated as a receivable and is recorded as the exporter’s expense. A service exporter that has paid income tax in the importing country provides its bank with proof of tax payment; the documented amount is not treated as an unpaid debt. An unjustified tax payment, reduction or refund causes the receivable to be reinstated.

Force majeure extends the period for the duration of the event. The event must be confirmed by an authorised body under the law of the country where it occurred. The client’s lack of money alone is not force majeure (art. 333 CC).

Currency monitoring does not replace the accounting conversion of transactions. The article on foreign-currency accounting explains transaction entries and exchange differences. It is relevant when accounting for an advance, acceptance and the eventual payment.

Penalties for overdue proceeds and recording violations

A resident pays the financial penalty for unrepatriated proceeds into the national budget. Its triggers and rates are set by the Currency Regulation Law (art. 11¹). The penalty applies where repatriation remains overdue for more than a further 45 days after the initial 180 days, or more than a further 90 days for small businesses. This does not extend the underlying deadline for receiving proceeds.

Example. On an assumed unpaid balance of USD 10,000, the first tier is 10,000 × 5% = USD 500 equivalent. The next adds USD 1,000 and the third USD 3,500. With the debt unchanged, the total across all tiers is USD 5,000 equivalent. This assumes each tier has been reached and no exemption applies. The demand is calculated in soums at the Central Bank exchange rate on the date it is sent.

Relevant penalty exemptions (art. 11¹) for a service exporter include total overdue export receivables not exceeding 10% of foreign-currency proceeds received during the 36 months preceding the overdue debt’s emergence; and assets repatriated before the court’s penalty decision, to the extent recovered. This is part of the statutory list: the other cases concern specified import operations and goods destroyed or confiscated. If proceeds for that period were USD 1,000,000, the threshold is 1,000,000 × 10% = USD 100,000 of total overdue export receivables.

Separately, an export-import procedure violation exposes an official to 8–12 BRV (art. 171, Code of Administrative Liability), where one BRV is the base calculation unit: 3.520.000–5.280.000 soums. A repeat violation within one year after an administrative penalty attracts 12–15 BRV, or 5.280.000–6.600.000 soums. This official’s penalty applies separately from the resident’s financial penalty for unrepatriated assets.

How to transfer software rights to a foreign client

Copyright in a program arises when it is created. Transferring its physical medium does not transfer copyright (art. 4, Law on the Legal Protection of Computer Programs and Databases). Source-code delivery and the grant of usage rights are therefore addressed separately.

Economic rights may be transferred wholly or partly by a written agreement (art. 7 of that Law). Mandatory terms cover the scope and methods of using the program or database, the amount and payment procedure for remuneration, and the contract term. A project contract may link the transfer of rights to milestone acceptance or payment. That is an agreed condition, rather than a statutory transfer point applicable to every project.

Transferred rights are non-exclusive by default (art. 38, Law on Copyright and Related Rights). Exclusivity must be express if the client requires it. Without a territorial clause, usage rights are limited to the territory of Uzbekistan (art. 39). Rights not expressly transferred remain with the rights holder; onward transfer is permitted where the contract expressly allows it.

A schedule can distinguish newly created code, pre-existing modules and third-party components, and describe the rights for each. Moral rights remain with the author (art. 18); an author’s waiver of their exercise is void. A clause transferring “all rights, including authorship” to the client therefore does not comply with that rule.

Rights in a program created in the course of employment belong to the employer (art. 8), unless the agreement with the author provides otherwise. That agreement determines the author’s remuneration and its payment procedure. For an external developer, the chain of rights transfers is documented in that developer’s contract. A contractor may generally engage subcontractors (art. 634 CC) unless legislation or the contract requires personal performance, and remains responsible to the client for their performance. Services contracts instead require personal performance by default (art. 704 CC), unless otherwise agreed.

An obligation to transfer rights to all the author’s future results (art. 1037 CC) is void. A contract to create a result must identify its nature and the purposes or methods of use. A prohibition on the author creating future results of a particular kind or in a particular field is also void.

How to terminate the contract and settle the project

Ending development work and ending support services have different consequences. The Civil Code rules below apply to relationships governed by Uzbek law. Choice of law is addressed in the disputes section.

Where the client withholds documentation or otherwise breaches reciprocal obligations and obstructs the work, the contractor may suspend performance (art. 644 CC). Unless otherwise agreed, it may also withdraw and claim damages. The required inputs, access and deadlines for providing them therefore matter when allocating responsibility.

The parties may amend or terminate the contract by agreement (art. 382 CC). Judicial termination at one party’s request is available for a material breach or another ground provided by law or the contract. The agreement follows the original contract’s form. Before bringing a court claim, a proposal must be made to the other party and refused, or remain unanswered for the applicable period; without a specified period, this is 30 days (art. 384 CC).

Damages include actual loss and lost profits (art. 14 CC), unless legislation or the contract limits recovery. A service provider’s liability for breach is capped at twice the services price (art. 706 CC); a business services contract may provide for greater liability. This governs the amount recoverable, rather than imposing a fixed payment whenever a contract ends.

Example. If the assumed services price is USD 10,000, the cap under this rule is 10,000 × 2 = USD 20,000. If proven losses are USD 6,000, the result under this rule is USD 6,000, rather than USD 20,000. The example assumes no contractual increase in liability.

What changed in 2026

The new rules address software subscriptions and existing overdue receivables. The future reduction in penalties has its own commencement date.

• Cabinet Resolution No. 93, 05.03.2026 introduced the rule allowing IT Park residents to accept foreign subscription payments for their own software under a public offer without entering information in the system. The rule is incorporated into the current foreign-trade monitoring Regulation.
• Decree UP-176, 27 August 2026 established a one-off campaign until 1 January 2027, allowing overdue export receivables to be settled from the business’s own funds. It covers unpaid actual exports of goods, work or services arising before the decree entered into force and recorded as overdue in E-kontrakt. Companies with state ownership of at least 50%, and companies at least 50% owned by those organisations, are excluded.
• During the campaign, foreign-currency cash may be deposited through the servicing bank without a passenger customs declaration or the corresponding power of attorney. The debt and uncollected penalty decrease proportionately to the deposited funds. Those funds are not export foreign-currency proceeds and do not establish eligibility for zero-rated value added tax — Decree UP-176’s procedure, 27 August 2026.
• Decree UP-176, 27 August 2026 provides that from 1 January 2027, a court will halve the penalty if at least one ground exists: good-faith repatriation measures, including court, arbitration or other compulsory recovery; repatriation of more than 50% of the assets; or restrictions arising from widely known international sanctions, banking and payment restrictions, or a prohibition on currency operations in the relevant country, excluding duly confirmed force majeure. The state-linked companies described above are also excluded from this reduction.

How to choose governing law and resolve disputes

The parties may choose the law governing their contract (art. 1189 CC), either as a whole or for particular parts. They may do so when contracting or later. Uzbek mandatory rules (art. 1165 CC) that apply regardless of the chosen law remain effective. A foreign-law clause therefore does not replace an Uzbek resident’s compliance with mandatory currency requirements.

Governing law and the forum for disputes are separate terms. A written agreement may establish an Uzbek economic court’s jurisdiction (art. 241, Economic Procedural Code, referred to below as EPC), provided it does not change a foreign court’s exclusive jurisdiction. Choosing a foreign court also requires consideration of exclusive-jurisdiction rules. Saying that “disputes are resolved through negotiations” does not itself identify a court.

International commercial arbitration requires a written arbitration agreement (art. 12 of the relevant Law). An electronic message qualifies if its information remains accessible for subsequent use. The parties can specify the arbitral institution, seat, language and procedure. These are terms of their agreed clause, rather than a requirement to submit every IT dispute to arbitration.

A decision still needs to be enforced. Foreign judgments and arbitral awards are recognised in Uzbekistan where supported by international treaties and legislation (art. 248 EPC). The general period for seeking recognition and enforcement is three years after the decision enters into force, unless an international treaty provides otherwise. For an arbitral award, the award and arbitration agreement (art. 51) are submitted as originals or duly certified copies, with a certified translation into the state language if the court requires it.

For the provider, these terms help connect the contract, specification, acceptance certificates, change correspondence and payment documents to a particular claim against the client. The law clause determines which rules govern the debt; the dispute clause determines where recovery is sought. A contractual notification procedure helps preserve evidence that deliverables, objections and payment demands were sent.

Frequently asked questions

Is a separate contract needed when a foreign client pays against an invoice?

Work and services may be exported against an invoice after recording the information in the system. An invoice does not automatically settle scope, acceptance and rights transfers. If a project creates software and the client must receive rights in it, written terms covering the scope of rights, methods of use, term and remuneration still matter. They can be agreed in a document accompanying the invoice and forming part of the parties’ agreement.

Can acceptance be signed only after payment?

Acceptance and payment are connected by the contract, subject to the applicable rules. For a contract for work without advance payment, the default is payment after delivery (art. 638 CC). For currency monitoring, the period for receiving proceeds for work and services starts with the signed acceptance certificate. The certificate therefore records actual milestone acceptance. Advance payment, delivery and final settlement procedures need to be agreed coherently in advance.

Does IT Park residency exempt every contract from recording?

The specific exemption covers foreign payments for subscriptions to the resident’s software under a public offer. It is not framed as an exemption for all IT Park export activities. Bespoke development, support for another party’s system and subscriptions to the resident’s own product are different transactions. Whether the exemption applies depends on the substance of the transaction, rather than the company’s status alone.

Do rights to the code pass after full payment?

Full payment alone does not determine the scope of transferred rights. Software is subject to a written transfer of economic rights (art. 7, Computer Programs Law), with contractual terms covering methods of use, scope, remuneration and duration. The parties may make payment a condition of transfer. In that case, the agreed condition and evidence that it has been met determine the outcome.