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Source Code Transfer Agreement
1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses
2. Background: Context of the transfer, brief description of the source code, and purpose of the agreement
3. Definitions: Definitions of key terms including 'Source Code', 'Documentation', 'Intellectual Property Rights', 'Effective Date'
4. Scope of Transfer: Detailed description of what is being transferred, including all components and versions
5. Transfer of Rights: Assignment of all intellectual property rights, including copyright and patent rights
6. Delivery and Acceptance: Process for delivering the source code and acceptance criteria
7. Representations and Warranties: Warranties regarding ownership, non-infringement, and quality of the source code
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Price and Payment: Transfer price, payment terms, and any ongoing fees
10. Liability and Indemnification: Limitations of liability and indemnification obligations
11. Term and Termination: Duration of the agreement and termination provisions
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Third-Party Components: Details of third-party components, licenses, and obligations - include if source code contains third-party elements
2. Maintenance and Support: Terms for ongoing maintenance and support - include if post-transfer support is part of the deal
3. Knowledge Transfer: Process for transferring knowledge and training - include if technical knowledge transfer is required
4. Security Requirements: Specific security measures for transfer and storage - include for sensitive or regulated source code
5. Escrow Arrangements: Terms for source code escrow - include if staged or secured transfer is required
6. Competition Restrictions: Non-compete and territorial restrictions - include if competitive concerns exist
7. Data Protection: GDPR compliance measures - include if source code processes personal data
8. Employee Matters: Rights and obligations regarding employees who developed the code - include if relevant to development history
1. Schedule 1 - Source Code Description: Detailed technical description of the source code, including architecture and components
2. Schedule 2 - Documentation: List of all documentation being transferred with the source code
3. Schedule 3 - Third-Party Licenses: Copies of all third-party licenses and dependencies
4. Schedule 4 - Transfer Process: Technical specifications for the transfer process and acceptance testing
5. Schedule 5 - Known Issues: List of known bugs, issues, and limitations
6. Schedule 6 - Development History: Documentation of development history and contributors
7. Appendix A - Technical Requirements: Technical requirements for running and maintaining the source code
8. Appendix B - Security Standards: Security standards and requirements for handling the source code
Authors
Source Code
Intellectual Property Rights
Documentation
Effective Date
Delivery Date
Acceptance Criteria
Acceptance Tests
Transferor
Transferee
Confidential Information
Technical Specifications
Development Environment
Third-Party Components
Licensed Materials
Background IP
Derivative Works
Object Code
Software
Trade Secrets
Security Requirements
Delivery Method
Acceptance Period
Known Issues
Dependencies
Associated Materials
Development Tools
Technical Documentation
API Documentation
Source Code Repository
Escrow Agent
Maintenance Period
Support Services
Permitted Use
Transfer Fee
Completion Date
Business Day
Force Majeure Event
Implementation Period
Knowledge Transfer
Legacy Rights
Transfer of Rights
License Grant
Delivery and Acceptance
Payment Terms
Warranties
Intellectual Property
Confidentiality
Data Protection
Technical Requirements
Security Requirements
Third Party Rights
Knowledge Transfer
Documentation
Maintenance and Support
Liability
Indemnification
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendments
Waiver
Counterparts
Escrow
Non-Competition
Compliance with Laws
Audit Rights
Service Levels
Implementation
Testing
Training
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