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Source Code Transfer Agreement

Source Code Transfer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Source Code Transfer Agreement

"I need a Source Code Transfer Agreement for transferring proprietary trading algorithm code from my fintech startup to a major investment bank, including specific provisions for ongoing technical support and strict confidentiality requirements, with completion planned for March 2025."

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Document background
A Source Code Transfer Agreement is essential when transferring ownership of software intellectual property in England and Wales. This document is commonly used in software acquisitions, company sales, or project transfers where complete ownership of source code needs to be transferred. The agreement covers detailed specifications of the code being transferred, associated intellectual property rights, warranties about ownership and functionality, and any ongoing obligations. It ensures compliance with UK copyright law, data protection regulations, and other relevant legislation while protecting both parties' interests in the transfer.
Suggested Sections

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

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

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

4. Subject Matter of Transfer: Detailed description of the source code being transferred, including specifications and components

5. Transfer of Rights: Terms of the transfer including assignment of intellectual property rights, warranties of title, and effectiveness of transfer

6. Warranties and Representations: Guarantees regarding ownership, right to transfer, non-infringement, and quality of the code

7. Payment Terms: Consideration, payment schedule, and any conditional payments

8. Confidentiality: Obligations regarding the confidentiality of the source code and related information

9. Liability and Indemnification: Limitations of liability and indemnification provisions for claims related to the source code

Optional Sections

1. Third Party Components: Details of any third-party code, libraries, or dependencies included in the source code

2. Transitional Services: Terms for any temporary support, maintenance, or knowledge transfer services provided by the transferor

3. Non-Compete Provisions: Restrictions on transferor's future development of similar software or competitive activities

4. Data Protection: Provisions relating to handling of personal data within the source code and compliance with data protection laws

Suggested Schedules

1. Schedule 1 - Source Code Inventory: Detailed listing of all source code files, components, and associated materials being transferred

2. Schedule 2 - Technical Documentation: Associated documentation including technical specifications, architecture diagrams, and user manuals

3. Schedule 3 - Third Party Licenses: Copies of all relevant third-party licenses and terms affecting the source code

4. Schedule 4 - Development History: Version history, changelog, and development documentation

5. Schedule 5 - Known Issues and Limitations: List of known bugs, technical limitations, and pending updates

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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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing copyright protection in the UK, including specific provisions for software protection and moral rights

Patents Act 1977: Legislation governing patent protection, relevant if the source code contains patentable technical innovations

Database Rights Regulations 1997: Legislation protecting rights in databases, which may be relevant if the source code includes database structures

UK General Data Protection Regulation: Post-Brexit data protection regulation governing the processing of personal data, relevant if the source code processes personal information

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Common Law of Contract: Body of law governing contract formation, interpretation, and enforcement in England and Wales

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly regarding limitation of liability

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant if the software is intended for consumer use

Employment Rights Act 1996: Legislation governing employment relationships, relevant for determining ownership of code created by employees

Competition Act 1998: Legislation governing anti-competitive practices and agreements

Enterprise Act 2002: Legislation concerning market regulation and competition law

Export Control Regulations: Regulations governing international transfer of technology and software, particularly relevant for cross-border 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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