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Source Code Transfer Agreement

Source Code Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Source Code Transfer Agreement

I need a Source Code Transfer Agreement for transferring proprietary AI software from our UAE-based company to a multinational tech corporation, including provisions for 12 months of technical support and knowledge transfer starting March 2025.

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Document background
A Source Code Transfer Agreement is essential when one party wishes to transfer ownership or rights of software source code to another party in the UAE. This document is commonly used in software acquisitions, company mergers, project handovers, or when transitioning development responsibilities. The agreement must comply with UAE Federal Laws, particularly those governing intellectual property, electronic transactions, and commercial relationships. It typically includes comprehensive details about the source code being transferred, technical specifications, transfer mechanisms, warranties, and post-transfer support arrangements. The document should be carefully structured to address both the technical aspects of the source code transfer and the legal requirements under UAE law, including considerations for data protection, cybersecurity, and intellectual property rights.
Suggested Sections

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

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

3. Definitions: Detailed definitions of technical terms, including 'Source Code', 'Documentation', 'Intellectual Property Rights', etc.

4. Scope of Transfer: Detailed description of what is being transferred, including specific components and versions

5. Transfer Process: Technical and practical process of transferring the source code, including delivery method and timeline

6. Intellectual Property Rights: Assignment or licensing of rights, ownership declarations, and IP warranties

7. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality

8. Confidentiality: Obligations regarding the protection of confidential information and trade secrets

9. Payment Terms: Financial considerations, payment schedule, and any adjustments

10. Indemnification: Protection against third-party claims and other liabilities

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Governing Law and Jurisdiction: Specification of UAE law application and dispute resolution mechanisms

Optional Sections

1. Maintenance and Support: Terms for ongoing technical support and maintenance, if provided

2. Training: Provisions for training the transferee's personnel on the source code

3. Third-Party Components: Details of any third-party software components and associated licenses

4. Export Control: Compliance with export control regulations if applicable

5. Escrow Arrangements: Terms for source code escrow if partial transfer or ongoing security is required

6. Performance Guarantees: Specific performance metrics and guarantees if required

7. Future Updates: Rights and obligations regarding future versions or updates

8. Security Requirements: Specific security measures for code storage and transfer

Suggested Schedules

1. Schedule 1 - Source Code Description: Detailed technical specification of the source code being transferred

2. Schedule 2 - Technical Documentation: List and description of all technical documentation included in the transfer

3. Schedule 3 - Transfer Timeline: Detailed timeline for the transfer process and key milestones

4. Schedule 4 - Acceptance Testing: Criteria and procedures for acceptance testing of the transferred code

5. Schedule 5 - Third-Party Licenses: Copies or details of all third-party licenses affecting the source code

6. Appendix A - Security Protocols: Detailed security requirements and protocols for the transfer process

7. Appendix B - Support Services: Detailed description of any support services included in the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

















































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Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Manufacturing

Education Technology

Defense Technology

Artificial Intelligence

Cybersecurity

Digital Media

Gaming Industry

Enterprise Software

Cloud Services

Relevant Teams

Legal

Software Development

Information Technology

Compliance

Information Security

Project Management

Engineering

Technical Operations

Risk Management

Intellectual Property

Quality Assurance

Solutions Architecture

Contract Administration

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IP Attorney

Software Engineer

Technical Director

Chief Information Officer

IT Project Manager

Compliance Officer

Contract Manager

Software Architect

Development Team Lead

Head of Engineering

Technology Transfer Officer

Information Security Manager

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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