Software Licence Transfer Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Software Licence Transfer Agreement

"I need a Software Licence Transfer Agreement to transfer our enterprise-level CRM software licence from our UK subsidiary to our German parent company, with the transfer to be completed by March 2025 and including provisions for ongoing maintenance support."

Document background
A Software Licence Transfer Agreement becomes necessary when an entity wishes to transfer its software licence rights to another party. This document, governed by English and Welsh law, establishes the legal framework for such transfers, ensuring compliance with the Copyright, Designs and Patents Act 1988 and other relevant legislation. It typically includes details about the software, transfer terms, payment arrangements, and any continuing obligations. The agreement is particularly important in corporate restructuring, mergers and acquisitions, or when businesses need to reallocate their software assets.
Suggested Sections

1. Parties: Identification of transferor, transferee, and original licensor if relevant

2. Background: Context of the original licence and reason for transfer

3. Definitions: Key terms used throughout the agreement including Software, Original Licence, Transfer Date

4. Transfer Terms: Core terms of the licence transfer including effective date, scope, and conditions

5. Warranties and Representations: Confirmations regarding ownership, right to transfer, and compliance with original licence

6. Payment Terms: Financial considerations for the transfer including amount, payment schedule, and method

7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes

Optional Sections

1. Data Protection: Provisions relating to transfer of data processing responsibilities and GDPR compliance

2. Third Party Consent: Provisions regarding obtaining and documenting original licensor's consent to transfer

3. Maintenance and Support: Terms relating to transfer of maintenance and support obligations

4. Export Control: Provisions dealing with cross-border transfer restrictions and compliance

Suggested Schedules

1. Schedule 1 - Original Licence Agreement: Copy of the original software licence agreement being transferred

2. Schedule 2 - Software Description: Technical specifications, dependencies, and documentation of the software

3. Schedule 3 - Transfer Consent Documentation: Forms and correspondence evidencing consent to transfer from relevant parties

4. Schedule 4 - Payment Schedule: Detailed breakdown of payment terms, installments, and conditions if applicable

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

Industries

Copyright, Designs and Patents Act 1988: Primary legislation protecting software as literary work, defining rights of copyright holders and licensing provisions. Essential for software transfers.

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing, data protection obligations and transfer of data processing responsibilities in software applications.

Consumer Rights Act 2015: Legislation protecting consumer rights, particularly relevant if the software license transfer involves consumer transactions, including provisions on unfair contract terms.

Sale of Goods Act 1979: Covers transfer of title provisions, quality requirements, and fitness for purpose in sales of goods, applicable to software transfers.

Computer Programs Regulations 1991: Specific regulations governing software licensing in the UK, providing additional requirements for software license agreements.

Electronic Commerce Regulations 2002: Regulations governing electronic transactions, relevant when software license transfers are conducted electronically.

Competition Act 1998: Legislation addressing anti-competitive practices and restriction of trade, ensuring software license transfers don't violate competition law.

Contract Law Principles: Common law principles covering offer, acceptance, consideration, and intention to create legal relations in contract formation.

Intellectual Property Rights: General IP law principles covering patents, trade secrets, and confidentiality obligations related to software.

International Trade Laws: Regulations governing cross-border transfers, including import/export regulations and international IP treaties applicable to software licensing.

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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