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Software Transfer Agreement

Software Transfer Agreement Template for United States

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Key Requirements PROMPT example:

Software Transfer Agreement

"I need a Software Transfer Agreement for transferring ownership of our proprietary e-commerce platform to a large retail chain, including all source code and documentation, with a transition period for support services until March 2025."

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Document background
The Software Transfer Agreement is essential when a company or individual wishes to transfer complete ownership of software assets to another entity. This comprehensive agreement, governed by U.S. law, covers the permanent transfer of all rights, title, and interest in the software, including source code, object code, documentation, and associated intellectual property rights. It addresses critical aspects such as warranties, indemnification, transition support, and compliance with various U.S. regulations including copyright law, trade secret protection, and export controls. The agreement is particularly important in scenarios such as company acquisitions, asset sales, or strategic reorganizations.
Suggested Sections

1. Parties: Identification of transferor and transferee, including legal names and addresses

2. Background: Context of the transfer, description of the software, and purpose of the agreement

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

4. Transfer of Rights: Scope and nature of rights being transferred, including IP rights

5. Consideration: Payment terms and conditions for the transfer

6. Warranties and Representations: Guarantees regarding ownership, non-infringement, and software functionality

7. Liability and Indemnification: Limitations of liability and indemnification obligations

8. Confidentiality: Protection of confidential information exchanged

9. Term and Termination: Duration and conditions for termination

Optional Sections

1. Transition Services: Details of any temporary support services during the transition period

2. Source Code Escrow: Terms for source code storage and release conditions

3. Employee Non-Solicitation: Restrictions on hiring each other's employees

4. Export Control: Compliance with export regulations and restrictions

5. Data Protection: Compliance with privacy laws and data protection requirements

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications of the software being transferred

2. Schedule 2 - Documentation: List of all documentation being transferred with the software

3. Schedule 3 - IP Rights: Detailed list of intellectual property rights being transferred

4. Schedule 4 - Third-Party Components: List of third-party software components and associated licenses

5. Schedule 5 - Payment Schedule: Detailed payment terms, milestones, and conditions

6. Schedule 6 - Transition Plan: Timeline and process for implementing the software transfer

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
Acceptance
Agreement
Applicable Laws
Background IP
Business Day
Confidential Information
Documentation
Effective Date
Escrow Agent
Intellectual Property Rights
License
Maintenance Services
Object Code
Parties
Purchase Price
Software
Source Code
Specifications
Support Services
Technical Information
Term
Territory
Third-Party Components
Transfer Date
Updates
User Manual
Warranties
Acceptance Tests
API
Customization
Data Protection Laws
Delivery Schedule
Development Environment
Error
Export Controls
Force Majeure
Implementation Services
Installation
Integration
Legacy Systems
Migration Services
Open Source Software
Performance Requirements
Security Requirements
Service Level Agreement
Transition Period
User Data
Clauses
Assignment
Confidentiality
Consideration
Data Protection
Dispute Resolution
Documentation Transfer
Export Control
Force Majeure
Governing Law
Indemnification
Intellectual Property
Liability Limitation
License Grant
Maintenance and Support
Non-Competition
Non-Solicitation
Notice
Payment Terms
Representations and Warranties
Rights Transfer
Severability
Source Code Escrow
Term and Termination
Third-Party Rights
Title and Ownership
Training and Implementation
Transition Services
Waiver
Warranties and Disclaimers
Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection for original works, including software code and documentation

Patent Act: Federal law (35 U.S.C.) protecting novel, non-obvious inventions, including software-related patents

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets, including proprietary software components and algorithms

Lanham Act: Federal trademark law protecting brand names, logos, and other distinctive marks associated with the software

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, including software sales and licenses

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, relevant for software security provisions

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including anti-circumvention provisions for software protection

State Data Privacy Laws: Various state-specific laws (e.g., CCPA) governing data protection and privacy requirements in software operations

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use software and technology

International Traffic in Arms Regulations: Federal regulations controlling the export of defense-related software and technology

Sherman Antitrust Act: Federal law prohibiting monopolistic practices and anti-competitive behavior in software licensing and distribution

Federal Trade Commission Act: Federal law protecting against unfair competition and deceptive practices in software marketing and sales

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation

Consumer Protection Laws: Federal and state laws protecting consumer rights in software transactions, including warranty requirements

Work-for-hire Provisions: Legal framework governing ownership of software created by employees or contractors

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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