Software Asset Purchase Agreement Template for Germany

1. Source Code Escrow: Provisions for source code escrow arrangements, used when source code access is critical for the purchaser

2. Transition Services: Terms for temporary support services during transition, needed when the purchaser requires post-completion assistance

3. Third-Party Software: Provisions regarding third-party software components, required when the software includes third-party elements

4. Employee Transfer: Terms regarding the transfer of employees, relevant when key personnel are part of the transaction

5. Maintenance and Support: Ongoing maintenance and support obligations, needed when post-purchase support is required

6. Competition Restrictions: Non-compete and non-solicitation provisions, used when protecting market position is crucial

7. Cloud Services: Provisions for associated cloud services, needed when the software includes cloud components

1. Schedule 1 - Software Assets Description: Detailed technical description of all software assets being purchased

2. Schedule 2 - Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment schedule, and payment mechanics

3. Schedule 3 - Technical Requirements: Technical specifications and performance requirements of the software

4. Schedule 4 - Intellectual Property Rights: Comprehensive list of all IP rights being transferred

5. Schedule 5 - Third-Party Licenses: List and details of all third-party licenses included in the transaction

6. Schedule 6 - Known Issues and Defects: Disclosure of known software issues, bugs, and limitations

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

8. Appendix B - Service Level Agreement: Performance metrics and service levels for ongoing support if applicable