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Software License Transfer Agreement

Software License Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Software License Transfer Agreement

I need a Software License Transfer Agreement under UAE law for transferring enterprise accounting software licenses from our Dubai subsidiary to our Abu Dhabi headquarters, with the transfer to be completed by March 2025 and including provisions for data migration and continued maintenance support.

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Document background
The Software License Transfer Agreement is essential when an organization needs to transfer its rights and obligations under an existing software license to another entity in the UAE. This document is commonly used during corporate restructuring, mergers and acquisitions, or when businesses need to reassign software licenses for operational efficiency. The agreement must comply with UAE Federal Laws governing intellectual property, electronic transactions, and data protection. It includes detailed provisions for the transfer process, ensures proper authorization from the original licensor, and addresses critical aspects such as data security, confidentiality, and ongoing maintenance arrangements. The document is structured to protect all parties' interests while maintaining compliance with UAE's legal framework for software licensing and digital assets transfer.
Suggested Sections

1. Parties: Identifies the current licensee (transferor), new licensee (transferee), and original licensor

2. Background: States the existing license agreement details and intention to transfer the license

3. Definitions: Defines key terms including Software, Original License Agreement, Effective Date, and Transfer Rights

4. Transfer of License: Details the scope of license transfer, rights being transferred, and effective date

5. Licensor Consent: Documents the original licensor's approval of the transfer

6. Transfer Fee: Specifies the consideration for the license transfer

7. Warranties and Representations: Warranties from all parties regarding authority, ownership, and compliance

8. Compliance with Laws: Ensures adherence to UAE laws, including data protection and cyber security requirements

9. Intellectual Property Rights: Confirms IP ownership and rights post-transfer

10. Confidentiality: Obligations regarding confidential information protection

11. Term and Termination: Duration of transfer agreement and termination conditions

12. Governing Law and Jurisdiction: Specifies UAE law application and dispute resolution mechanism

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Maintenance and Support: Include when ongoing support services are part of the transfer

2. Third-Party Software: Required when the software includes third-party components

3. Data Migration: Include when personal or business data needs to be transferred

4. Training: Add when training services are part of the transfer agreement

5. Source Code Access: Include if source code access is part of the transfer

6. Export Control: Required for software subject to export restrictions

7. Transition Services: Include when the transferor will provide transition assistance

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the software being transferred, including version numbers and components

2. Schedule 2 - Original License Terms: Copy or summary of the original license agreement terms

3. Schedule 3 - Transfer Fee Schedule: Breakdown of transfer fees and payment terms

4. Schedule 4 - Technical Requirements: Technical specifications and system requirements

5. Schedule 5 - Service Level Agreement: Performance standards and support levels if applicable

6. Appendix A - Consent Form: Formal consent document from the original licensor

7. Appendix B - Data Processing Terms: Data protection and processing requirements under UAE law

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Business Day
Confidential Information
Documentation
Data Protection Laws
Effective Date
Electronic Form
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Original License Agreement
Original Licensor
Permitted Use
Personal Data
Software
Source Code
Specifications
System Requirements
Technical Information
Territory
Third Party Software
Transfer Date
Transfer Fee
Transferor
Transferee
Updates
User
UAE Laws
Warranties
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Education

Telecommunications

Professional Services

Manufacturing

Retail

Government Services

Construction

Energy

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Software Development

Contract Management

Risk Management

Finance

Operations

Relevant Roles

Chief Information Officer

IT Director

Legal Counsel

Software License Manager

Procurement Manager

Contract Administrator

Chief Technology Officer

Compliance Officer

IT Asset Manager

Chief Legal Officer

Software Development Manager

Information Security Manager

Industries
Federal Law No. 7 of 2002 (UAE Copyright Law): Governs copyright protection including software and computer programs, defining rights that can be transferred and licensed
Federal Law No. 37 of 2006 (Commercial Transactions Law): Regulates commercial transactions and transfers of movable property, which includes software licenses
Federal Law No. 1 of 2006 (Electronic Commerce Law): Governs electronic transactions and digital signatures, relevant for software license transfers executed electronically
Federal Decree-Law No. 45 of 2021 (Personal Data Protection Law): Regulates the processing and transfer of personal data, which may be relevant if the software processes user data
Federal Law No. 4 of 2012 (Competition Law): Affects anti-competitive practices and restrictions in license agreements
Federal Law No. 5 of 1985 (Civil Transactions Law): Provides general principles for contracts and obligations applicable to license transfers
Federal Law No. 2 of 2019 (Cyber Crime Law): Relevant for ensuring compliance with cybersecurity requirements in software transfers
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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