A technology developer has entered a two-year contract with another organization to design new software.

Intellectual property rights are the most effective contractual provision to protect a technology developer’s product knowledge, software design, source code, algorithms, documentation, methods, and expertise. A right-to-audit clause helps verify compliance with contract terms but does not itself define ownership or protection of proprietary work. A performance measurement system evaluates service quality, timeliness, or deliverables. Defined roles and responsibilities clarify accountability, but they do not protect ownership of product knowledge. Internal auditors reviewing technology contracts should verify that intellectual property, confidentiality, licensing, source-code ownership, derivative works, data rights, and post-termination restrictions are clearly addressed. Without strong IP provisions, the developer may lose control over valuable knowledge embedded in the software development process. Therefore, Option D is correct.