Software Transfer Agreement Template for Denmark

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Software Transfer Agreement

Document background
The Software Transfer Agreement is a crucial legal instrument used when transferring ownership of software and associated intellectual property rights in Denmark. This document is essential when companies or individuals wish to permanently transfer ownership of software assets, rather than just license them. It must comply with Danish contract law, intellectual property legislation, and EU regulations, particularly regarding data protection and competition law. The agreement typically includes detailed provisions about the software's specifications, warranties, implementation requirements, and any ongoing obligations. It's particularly relevant in scenarios such as company acquisitions, technology transfers, or when development companies sell their software products. The document ensures clear documentation of the transfer while protecting both parties' interests under Danish jurisdiction.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and purpose of the software transfer

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and legal concepts

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

5. Transfer Price and Payment Terms: Financial terms including transfer price, payment schedule, and any adjustments

6. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance criteria

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

8. Warranties and Representations: Warranties regarding software ownership, functionality, and compliance with laws

9. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: GDPR compliance and data protection obligations

12. Term and Termination: Duration of ongoing obligations and termination rights

13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes

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

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical software

2. Transition Services: Optional section covering any transition or knowledge transfer services, needed if complex implementation is required

3. Maintenance and Support: Optional ongoing maintenance and support obligations, if continued support is part of the arrangement

4. Training: Optional provisions for training services, recommended for complex software systems

5. Third Party Rights: Optional section addressing third-party software components and licenses, needed if third-party software is included

6. Export Control: Optional section for international transfers subject to export control regulations

7. Security Requirements: Optional detailed security obligations, recommended for software handling sensitive data

8. Competition Compliance: Optional provisions ensuring compliance with competition laws, needed for transfers with market impact

Suggested Schedules

1. Software Description: Detailed technical description of the software, including components, features, and specifications

2. Intellectual Property Register: List of all IP rights being transferred, including registrations and applications

3. Technical Requirements: Specific technical requirements for installation and operation

4. Acceptance Testing Procedures: Detailed procedures and criteria for acceptance testing

5. Third Party Licenses: List and copies of relevant third-party licenses

6. Service Levels: Performance metrics and service levels if ongoing support is included

7. Transfer Price Calculation: Detailed breakdown of the transfer price and payment schedule

8. Data Processing Agreement: GDPR-compliant data processing terms if personal data is processed

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
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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