Software Asset Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Software Asset Purchase Agreement

"I need a Software Asset Purchase Agreement for acquiring a custom-built HR management system from a UAE-based developer, with completion planned for March 2025, including source code transfer and maintenance provisions for the first year."

Document background

The Software Asset Purchase Agreement is a crucial document used in the UAE for transactions involving the sale and purchase of software assets. This agreement is essential when companies seek to acquire software assets, whether as part of a larger technology acquisition or as a standalone purchase. The document is structured to comply with UAE federal laws, including electronic commerce regulations and intellectual property protection laws. It covers comprehensive details about the software assets being transferred, including source code, documentation, intellectual property rights, and technical specifications. The agreement is particularly relevant in the UAE's growing technology sector and is designed to protect both buyers and sellers while ensuring smooth transfer of software assets in accordance with local legal requirements.

Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the software assets, and purpose of the agreement

3. Definitions: Detailed definitions of technical terms, software components, and other key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased

5. Purchase Price and Payment: Details of the purchase price, payment schedule, and payment methods

6. Completion: Conditions for completion of the sale, delivery mechanisms, and acceptance criteria

7. Seller's Warranties: Warranties regarding ownership, intellectual property rights, functionality, and compliance with laws

8. Intellectual Property Rights: Transfer of IP rights, scope of rights being transferred, and any retained rights

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Data Protection: Compliance with UAE data protection requirements and handling of personal data

11. Liability and Indemnification: Limitations of liability and indemnification obligations

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

Optional Sections

1. Source Code Escrow: Optional section for arrangements regarding source code escrow, typically used for business-critical software

2. Transition Services: Details of any temporary services provided by the seller during transition, if required

3. Third Party Software: Provisions dealing with third-party software components, if applicable

4. Export Controls: Compliance with export control regulations, necessary if software will be used internationally

5. Training and Support: Terms for any training or support services included in the purchase

6. Future Development: Provisions for future development or customization rights, if applicable

7. Data Migration: Terms regarding the transfer of existing data, if relevant

8. Compliance with Industry Standards: Specific compliance requirements for regulated industries (e.g., healthcare, finance)

Suggested Schedules

1. Schedule 1 - Software Assets Description: Detailed technical specification of all software assets being transferred

2. Schedule 2 - Intellectual Property Rights: Comprehensive list of all IP rights including patents, copyrights, and trademarks

3. Schedule 3 - Technical Requirements: System requirements, compatibility specifications, and technical standards

4. Schedule 4 - Acceptance Testing: Acceptance criteria and testing procedures

5. Schedule 5 - Purchase Price Breakdown: Detailed breakdown of the purchase price components

6. Schedule 6 - Known Issues and Limitations: List of known software issues, bugs, or limitations

7. Appendix A - Documentation: User manuals, technical documentation, and other related materials

8. Appendix B - Third Party Licenses: Copies of relevant third-party licenses and agreements

9. Appendix C - Service Level Specifications: Performance metrics and service levels, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Professional Services

Education

Government and Public Sector

Banking

Insurance

Retail

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Software Development

Compliance

Corporate Development

Risk Management

Technical Operations

Information Security

Asset Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

Legal Counsel

IT Director

Software Development Manager

Procurement Manager

Contracts Manager

Technology Acquisition Manager

IP Rights Manager

Chief Financial Officer

Head of IT

Software Asset Manager

Corporate Development Director

Chief Legal Officer

IT Procurement Specialist

Technology Integration Manager

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Let's create your Software Asset Purchase Agreement

Authors

Alex Denne

Find the exact document you need

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Download our whitepaper on the future of AI in Legal

Genie’s Security Promise

Your documents are private:

Your documents are protected:

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Innovation in privacy:

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