The Software License Transfer Agreement is a crucial legal instrument used when transferring software license rights from one entity to another in Malaysia. This document is essential when companies undergo restructuring, mergers and acquisitions, or when there's a need to reassign software licenses due to business requirements. The agreement must comply with Malaysian legislation, including the Contracts Act 1950, Copyright Act 1987, and Digital Signature Act 1997. It covers critical aspects such as transfer terms, intellectual property rights, warranties, payment terms, and compliance requirements. The document is particularly relevant in corporate transactions, technology transfers, and business reorganizations where software assets need to be legally transferred while maintaining licensing integrity and ensuring regulatory compliance.
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1. Parties: Identification of the Licensor (current license holder) and Licensee (recipient of the transfer), including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including original software ownership, current license status, and purpose of transfer
3. Definitions: Detailed definitions of key terms including Software, License, Intellectual Property Rights, Transfer Date, etc.
4. Transfer of License: Core terms of the license transfer, including scope, territory, and any usage limitations
5. Transfer Price and Payment: Financial terms including transfer price, payment schedule, and payment methods
6. Effective Date and Transfer Process: Specific date of transfer and detailed process for implementing the transfer
7. Representations and Warranties: Warranties regarding ownership, right to transfer, software condition, and non-infringement
8. Intellectual Property Rights: Confirmation of IP ownership, rights transferred, and retained rights
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Limitation of Liability: Limits on liability and exclusions of certain types of damages
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Third-Party Components: Required if the software includes third-party components, detailing sublicensing rights and restrictions
2. Maintenance and Support: Include if ongoing maintenance and support services are part of the transfer
3. Source Code: Required if source code is being transferred or held in escrow
4. Data Protection: Include if the software processes personal data, ensuring PDPA compliance
5. Export Controls: Required if the software is subject to export control regulations
6. Training and Implementation: Include if training or implementation services are part of the transfer
7. Competition Compliance: Required if the transfer might raise competition law concerns
8. Insurance: Include if specific insurance requirements are needed for high-value or high-risk transfers
1. Schedule 1 - Software Description: Detailed technical specifications of the software, including version numbers and components
2. Schedule 2 - License Terms: Original license terms being transferred, including any modifications
3. Schedule 3 - Payment Schedule: Detailed breakdown of payment terms, installments, and conditions
4. Schedule 4 - Transfer Process: Step-by-step process for implementing the transfer, including technical requirements
5. Schedule 5 - Current Users and Deployments: List of current authorized users and existing deployments if applicable
6. Appendix A - Technical Documentation: Reference to all technical documentation included in the transfer
7. Appendix B - Service Level Requirements: If applicable, detailed service level specifications and metrics
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Education
Retail
Telecommunications
Professional Services
Government
E-commerce
Media and Entertainment
Construction
Energy and Utilities
Logistics and Transportation
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Risk Management
Software Asset Management
Contract Administration
Intellectual Property
Finance
Operations
Technology Transfer Office
Digital Rights Management
Relevant Roles
Chief Technology Officer
IT Director
Legal Counsel
Software Licensing Manager
Procurement Manager
Contract Administrator
Chief Information Officer
Software Asset Manager
IT Procurement Specialist
Legal Operations Manager
Compliance Officer
Digital Rights Manager
Technology Transfer Officer
IP Rights Manager
IT Operations Manager
Risk Management Officer
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