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Software License Transfer Agreement
1. Parties: Identification of the transferor (current licensee), transferee (new licensee), and original licensor if required to consent
2. Background: Context of the original license, reason for transfer, and confirmation of original licensor's consent if required
3. Definitions: Key terms including Software, License, Intellectual Property Rights, Documentation, and other relevant definitions
4. Scope of Transfer: Details of the license rights being transferred and any restrictions or limitations
5. Transfer Price and Payment Terms: Financial terms including transfer fee, payment schedule, and any ongoing maintenance fees
6. Effective Date and Transfer Process: Timeline and procedural requirements for executing the transfer
7. Warranties and Representations: Transferor's warranties regarding right to transfer, software condition, and no breach of original license
8. Liabilities and Indemnifications: Allocation of risks and responsibilities between parties
9. Confidentiality: Protection of confidential information related to the software and transfer
10. Data Protection: GDPR compliance and handling of any personal data
11. Governing Law and Jurisdiction: Confirmation of Danish law application and dispute resolution procedures
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Source Code Access: Include when transfer includes access to source code, specifying terms and conditions
2. Technical Support and Maintenance: Include when ongoing support or maintenance agreements are part of the transfer
3. Third-Party Software: Include when the software includes third-party components requiring separate transfer considerations
4. Training and Knowledge Transfer: Include when the transfer includes training or knowledge transfer obligations
5. Competition Restrictions: Include when there are territorial or market restrictions on software use
6. Escrow Arrangements: Include when source code escrow arrangements are being transferred
7. Cloud Services: Include when the software involves cloud-based services or hosting
8. Audit Rights: Include when specific audit or compliance monitoring rights are being transferred
1. Schedule 1 - Software Description: Detailed description of the software, including version numbers and components
2. Schedule 2 - Original License Agreement: Copy of the original software license agreement being transferred
3. Schedule 3 - Technical Specifications: Technical details, system requirements, and implementation specifications
4. Schedule 4 - Service Level Agreements: Any ongoing service level commitments being transferred
5. Schedule 5 - User Documentation: User manuals, documentation, and technical materials
6. Schedule 6 - Maintenance Terms: Details of any maintenance or support arrangements being transferred
7. Schedule 7 - Data Processing Terms: GDPR-compliant data processing terms if applicable
8. Schedule 8 - Transfer Timeline: Detailed timeline and milestones for the transfer process
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