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Software Transfer Agreement

Software Transfer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Transfer Agreement

"I need a Software Transfer Agreement to sell my proprietary accounting software to a large financial institution, including all source code and documentation, with specific provisions for a 3-month transition period starting March 2025 during which we will provide technical support."

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Document background
The Software Transfer Agreement is essential when a company wishes to sell or transfer ownership of software assets to another entity. This comprehensive agreement, governed by English and Welsh law, addresses crucial aspects including intellectual property rights, warranties, technical specifications, and ongoing support arrangements. It's particularly important in corporate transactions, mergers and acquisitions, or when reorganizing software assets between group companies. The agreement ensures compliance with UK legislation while providing clear terms for the transfer of all associated rights and responsibilities.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

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

5. Consideration: Payment terms and financial arrangements

6. Warranties and Representations: Standard warranties regarding ownership, third-party rights, and functionality

7. Confidentiality: Protection of confidential information and trade secrets

8. Liability and Indemnities: Limitation of liability and indemnification provisions

9. Governing Law and Jurisdiction: Specification of applicable law and dispute resolution

Optional Sections

1. Source Code Escrow: Provisions for source code protection when source code forms part of the transfer

2. Transition Services: Support during handover period when ongoing support is required post-transfer

3. Employee Transfer: TUPE provisions for cases where staff transfer is involved

4. Data Protection: GDPR compliance provisions when personal data is involved

5. Third Party Licenses: Management of existing third-party dependencies when software includes third-party components

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specification of the software

2. Schedule 2 - IP Rights Register: List of all intellectual property being transferred

3. Schedule 3 - Third Party Components: List of third-party software and licenses

4. Schedule 4 - Technical Documentation: User manuals, technical specifications, and documentation

5. Schedule 5 - Transition Plan: Timeline and process for transfer implementation

6. Schedule 6 - Known Issues: List of known bugs, issues, or limitations

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 UK legislation governing intellectual property rights, particularly relevant for software copyright protection and transfer

Patents Act 1977: Regulates patent rights and their transfer, applicable if the software contains patentable elements

Data Protection Act 2018: UK's implementation of data protection standards, crucial if the software processes personal data

UK GDPR: Post-Brexit data protection regulation defining requirements for personal data processing and transfer

Consumer Rights Act 2015: Relevant if the software transfer involves B2C transactions, defining consumer protection requirements

Sale of Goods Act 1979: Provides framework for transfer of goods, applicable to software sales aspects

Supply of Goods and Services Act 1982: Governs service aspects of software transfer, including implementation and support services

Computer Misuse Act 1990: Relevant for security obligations and unauthorized access prevention measures

Law of Property (Miscellaneous Provisions) Act 1989: Governs formal requirements for property transfer, including intellectual property

Database Rights Regulations 1997: Protects rights in databases, relevant if software includes database components

Trade Marks Act 1994: Governs trademark protection and transfer, applicable if software includes branded elements

Trade Secrets Regulations 2018: Protects confidential business information and trade secrets in software transfers

Electronic Commerce Regulations 2002: Regulates electronic transactions and digital contracts

Electronic Communications Act 2000: Provides legal framework for electronic signatures and communications

Competition Act 1998: Ensures software transfer agreements comply with competition law requirements

Enterprise Act 2002: Additional competition law considerations for larger software transfer transactions

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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