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Software License Transfer Agreement

Software License Transfer Agreement Template for India

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Key Requirements PROMPT example:

Software License Transfer Agreement

"I need a Software License Transfer Agreement for transferring our enterprise-wide ERP system license to our newly formed subsidiary company, with the transfer to be completed by March 2025, including provisions for ongoing maintenance support and user training for 500+ employees."

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Document background
The Software License Transfer Agreement is a specialized legal instrument used when an existing software license holder needs to transfer their rights and obligations to another party under Indian jurisdiction. This document becomes necessary in various scenarios, such as corporate restructuring, asset sales, or business transitions. It ensures compliance with Indian legal frameworks, particularly the Information Technology Act, 2000, Copyright Act, 1957, and relevant software licensing regulations. The agreement covers crucial elements including license scope, transfer mechanics, warranties, technical specifications, and post-transfer obligations. It's designed to protect both parties' interests while maintaining the integrity of the software licensing arrangement and ensuring proper documentation of the transfer process in accordance with Indian law.
Suggested Sections

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

2. Background: Context of the license transfer, including original software ownership, current license status, and reason for transfer

3. Definitions: Detailed definitions of technical terms, software components, and key agreement terms

4. Scope of Transfer: Specific details of what is being transferred, including license rights, restrictions, and territories

5. Transfer Price and Payment Terms: Financial terms including transfer fee, payment schedule, and any applicable taxes

6. Transfer Process: Step-by-step process for executing the license transfer, including technical handover requirements

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

8. Intellectual Property Rights: Clarification of IP ownership, rights transferred, and retained rights

9. Confidentiality: Obligations regarding confidential information exchanged during the transfer process

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

Optional Sections

1. Third Party Consents: Required when the original license agreement requires consent from third parties for transfer

2. Maintenance and Support: Include when ongoing maintenance and support obligations are being transferred

3. Data Protection: Required when personal data or sensitive information is involved in the transfer

4. Export Control: Include when software is subject to export control regulations

5. Training and Knowledge Transfer: Optional section for cases where technical training or knowledge transfer is part of the agreement

6. Source Code Access: Include when source code access rights are part of the transfer

7. Competition Restrictions: Required when transfer includes non-compete or market restriction provisions

8. Tax Indemnities: Include when specific tax implications need to be addressed between parties

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specification of the software, including version numbers, modules, and components

2. Schedule 2 - License Terms: Copy or summary of the original license terms being transferred

3. Schedule 3 - Technical Requirements: Hardware, software, and network requirements for operating the software

4. Schedule 4 - Transfer Process Timeline: Detailed timeline and milestones for the transfer process

5. Schedule 5 - Existing Third Party Agreements: List of related third-party agreements affecting the software license

6. Appendix A - Current User Documentation: User manuals, technical documentation, and other relevant materials

7. Appendix B - Acceptance Testing Criteria: Criteria for verifying successful transfer of the software license

8. Appendix C - Required Consents: Forms and documentation for necessary third-party consents

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



































Clauses






























Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Professional Services

Education

Government

E-commerce

Digital Media

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Finance

Operations

Software Asset Management

Information Security

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Software Licensing Manager

Procurement Manager

Contract Manager

Chief Information Officer

Software Asset Manager

Compliance Officer

IT Operations Manager

Business Development Director

Chief Legal Officer

Technology Risk Manager

IT Security Manager

Industries








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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