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Software Transfer Agreement

Software Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Software Transfer Agreement

"I need a Software Transfer Agreement for transferring ownership of our custom-built inventory management system to a German retail client, including source code and three months of post-transfer support, with completion planned for March 2025."

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Document background
The Software Transfer Agreement is a critical legal instrument used when permanently transferring ownership of software from one party to another under German law. It's particularly relevant in scenarios such as company acquisitions, asset purchases, or when a custom software developer transfers complete ownership to a client. The agreement must comply with German Civil Code (BGB), Copyright Act (UrhG), and commercial regulations, while addressing specific technical requirements of software transfers. It differs from standard licensing agreements by transferring full ownership rights rather than just usage rights. The document typically includes comprehensive provisions for intellectual property transfer, warranties, technical specifications, acceptance testing, and ongoing support arrangements if required.
Suggested Sections

1. Parties: Identification and details of the transferor and transferee

2. Background: Context of the agreement and brief description of the software being transferred

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.

4. Subject Matter of Transfer: Detailed description of the software and scope of transfer

5. Transfer of Rights: Specific rights being transferred, including IP rights, usage rights, and ownership

6. Delivery and Implementation: Process and timeline for software delivery and implementation

7. Acceptance Criteria: Conditions and procedures for accepting the transferred software

8. Warranties: Standard warranties regarding software ownership, functionality, and compliance

9. Liability: Limitation of liability and indemnification provisions

10. Payment Terms: Transfer price, payment schedule, and related financial terms

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and termination conditions

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and severability

Optional Sections

1. Source Code Transfer: Include when source code is part of the transfer

2. Maintenance and Support: Include if ongoing maintenance services are part of the agreement

3. Data Protection: Include detailed GDPR compliance if personal data processing is involved

4. Training: Include if training services are part of the transfer

5. Third-Party Software: Include if the software contains third-party components

6. Export Control: Include for international transfers or restricted technologies

7. Competition Restrictions: Include non-compete or market restriction clauses if relevant

8. Transition Services: Include if additional services are needed during transition period

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the software

2. Documentation: List of all user manuals, technical documents, and other documentation

3. Acceptance Test Criteria: Detailed acceptance testing procedures and success criteria

4. Price Schedule: Detailed breakdown of transfer price and payment milestones

5. Third-Party Licenses: List and terms of third-party software licenses

6. Service Level Agreement: Performance metrics and service levels if maintenance is included

7. Implementation Plan: Detailed timeline and milestones for software implementation

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
Software
Source Code
Object Code
Documentation
Intellectual Property Rights
Acceptance
Acceptance Tests
Acceptance Criteria
Confidential Information
Delivery Date
Effective Date
Implementation
Licensed Materials
Modifications
Personal Data
Proprietary Rights
Specifications
Technical Requirements
Third Party Software
Updates
User Materials
Warranties
Work Product
Developer Tools
Development Environment
APIs
Interface
Maintenance Services
Support Services
Background IP
Business Day
Completion Date
Configuration
Defect
Deliverables
Error
Force Majeure
Good Industry Practice
Intellectual Property Claims
Material Breach
Milestone
Performance Requirements
Project Plan
Quality Standards
Security Requirements
Service Levels
Software Dependencies
System Requirements
Technical Documentation
Test Environment
Training Materials
Transfer Price
Clauses
Transfer of Rights
License Grant
Intellectual Property
Delivery
Acceptance Testing
Implementation
Payment
Warranties
Liability Limitation
Indemnification
Confidentiality
Data Protection
Source Code
Documentation
Maintenance and Support
Training
Force Majeure
Term and Termination
Assignment
Non-Competition
Dispute Resolution
Governing Law
Severability
Integration
Notices
Amendments
Third-Party Rights
Export Control
Compliance
Insurance
Audit Rights
Personnel
Security
Performance Standards
Quality Requirements
Change Control
Escrow
Transition Services
Business Continuity
Anti-Corruption
Representations
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Professional Services

Education

Government

Automotive

Insurance

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Compliance

Intellectual Property

Contract Management

Engineering

Technology Operations

Risk Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Software Development Manager

Procurement Manager

Chief Information Officer

Contract Manager

IP Rights Manager

Technology Transfer Officer

Corporate Lawyer

Software Asset Manager

IT Procurement Specialist

Legal Operations Manager

Head of Engineering

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Provides the fundamental framework for contracts, including formation, performance, and remedies
Urheberrechtsgesetz (UrhG): German Copyright Act - Governs software copyright protection, licensing, and transfer of rights
Handelsgesetzbuch (HGB): German Commercial Code - Relevant for B2B software transfers and commercial transactions
Datenschutz-Grundverordnung (DSGVO/GDPR): General Data Protection Regulation - Essential for data processing aspects of software
Gesetz gegen den unlauteren Wettbewerb (UWG): Act Against Unfair Competition - Relevant for competitive aspects and market behavior
Verbraucherschutzrecht: Consumer Protection Laws - Applicable if the software transfer involves B2C transactions
Produkthaftungsgesetz (ProdHaftG): Product Liability Act - Relevant for software defects and related damages
Gesetz zur Regelung des Rechts der Allgemeinen Geschäftsbedingungen (AGB-Recht): Standard Terms and Conditions Law - Critical for software licensing terms and conditions
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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