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The Software License Transfer Agreement is a critical legal instrument used when organizations need to transfer software license rights from one entity to another under Swiss jurisdiction. This document is particularly relevant in scenarios such as corporate restructuring, asset sales, or strategic reallocation of software licenses. The agreement ensures compliance with Swiss legal requirements, including the Federal Copyright Act and Code of Obligations, while protecting both parties' interests. It covers essential elements such as license scope, transfer conditions, warranties, and compliance obligations. This type of agreement is crucial for maintaining legal compliance and protecting intellectual property rights during the transfer process, particularly given Switzerland's strict regulatory framework regarding software licensing and data protection.

1. Parties: Identification of the transferor (current license holder) and transferee, including full legal names, addresses, and registration details

2. Background: Context of the license transfer, including details about the original license and reason for transfer

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

4. Subject Matter of Transfer: Detailed description of the license being transferred, including scope and type of license

5. Transfer Terms: Specific terms and conditions of the transfer, including effective date and territory

6. Consideration: Payment terms and conditions for the license transfer

7. Representations and Warranties: Warranties regarding ownership, right to transfer, and compliance with laws

8. Intellectual Property Rights: Confirmation of IP rights ownership and transfer provisions

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

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

12. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction

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