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Software Source Code Transfer Agreement

Software Source Code Transfer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Source Code Transfer Agreement

"I need a Software Source Code Transfer Agreement for transferring proprietary trading algorithm source code from my fintech startup to a major investment bank, with strict confidentiality provisions and a phased transfer approach over six months starting March 2025."

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Document background
The Software Source Code Transfer Agreement is essential when companies wish to transfer complete ownership of software source code, typically during acquisitions, asset sales, or business restructuring. This agreement, governed by English and Welsh law, ensures proper transfer of intellectual property rights while addressing technical requirements, support obligations, and compliance with UK regulations. It covers crucial elements such as warranties, indemnities, confidentiality provisions, and often includes arrangements for knowledge transfer and ongoing support.
Suggested Sections

1. Parties: Identification and details of the transferor and transferee

2. Background: Context of the agreement and brief description of the software source code being transferred

3. Definitions: Key terms used throughout the agreement including 'Source Code', 'Documentation', 'Intellectual Property Rights'

4. Transfer of Rights: Core provisions detailing the transfer of ownership and rights in the source code

5. Warranties and Representations: Guarantees regarding ownership, third-party rights, and code functionality

6. Confidentiality: Obligations regarding the protection of confidential information

7. Payment Terms: Details of consideration and payment arrangements

Optional Sections

1. Technical Support: Terms for post-transfer technical support and ongoing maintenance obligations

2. Training: Provisions for knowledge transfer and training requirements

3. Escrow Arrangements: Terms for source code escrow and phased transfer arrangements

4. Third Party Dependencies: Handling of third-party libraries and dependencies

5. Data Protection: Specific data protection obligations and compliance requirements

Suggested Schedules

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

2. Schedule 2 - Technical Documentation: List and copies of all technical documentation being transferred

3. Schedule 3 - Third Party Licenses: Details of any third-party licenses affecting the source code

4. Schedule 4 - Known Issues and Limitations: Documentation of known bugs, issues, or limitations

5. Schedule 5 - Transfer Timeline: Detailed timeline for the transfer process if phased

6. Schedule 6 - Support Services: Detailed description of any support services to be provided

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
Relevant Teams
Relevant Roles
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in software code, including copyright protection for source code and related documentation

Copyright (Computer Programs) Regulations 1992: Specific regulations dealing with copyright protection for computer programs and software

Trade Marks Act 1994: Legislation governing trademark protection that may be relevant if the software includes branded elements or protected marks

Patents Act 1977: Relevant for any patentable elements within the software or technical innovations

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of the contract and their rights

Unfair Contract Terms Act 1977: Regulates the limitation and exclusion of liability in contracts, ensuring fairness in contractual terms

Consumer Rights Act 2015: Applicable if the software transfer involves consumer transactions, providing consumer protection

UK General Data Protection Regulation: Governs the processing and transfer of personal data, relevant if the source code processes personal information

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Privacy and Electronic Communications Regulations: Specific regulations regarding electronic communications and privacy

Employment Rights Act 1996: Relevant for determining ownership rights of source code created by employees

Competition Act 1998: Ensures the transfer agreement doesn't violate competition law or create monopolistic situations

Enterprise Act 2002: Additional competition law considerations for business transfers and market impact

Common Law Contract Principles: Fundamental principles of contract formation including offer, acceptance, consideration, and intention to create legal relations

Technology Export Control Regulations: Regulations governing international transfer of technology and source code across borders

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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