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Software Transfer Agreement

Software Transfer Agreement Template for Netherlands

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Key Requirements PROMPT example:

Software Transfer Agreement

"I need a Software Transfer Agreement under Dutch law for transferring ownership of our proprietary accounting software to a German corporation, including source code transfer and 6 months of technical support starting March 2025."

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Document background
The Software Transfer Agreement is essential for businesses engaged in the acquisition or sale of software assets under Dutch jurisdiction. This document is typically used when there is a permanent transfer of software ownership, rather than just licensing rights. It comprehensively addresses all aspects of the transfer, including intellectual property rights, technical specifications, warranties, and compliance with Dutch and EU regulations. The agreement is particularly important in corporate acquisitions, technology transfers, or when a software developer sells their product to another entity. It ensures clear delineation of rights and responsibilities while complying with Dutch contract law, copyright legislation, and relevant EU directives, particularly regarding software protection and data privacy.
Suggested Sections

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

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter and Scope: Detailed description of the software being transferred and the scope of the transfer

5. Transfer of Rights: Specific rights being transferred, including IP rights, usage rights, and ownership

6. Delivery and Acceptance: Process for software delivery, acceptance testing, and criteria for acceptance

7. Payment Terms: Transfer price, payment schedule, and payment methods

8. Warranties and Representations: Warranties regarding software ownership, functionality, and compliance with specifications

9. Intellectual Property: Details of IP rights transfer, third-party rights, and infringement provisions

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Liability and Indemnification: Limitation of liability and indemnification obligations

12. Term and Termination: Duration of agreement and circumstances for termination

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Maintenance and Support: Include when ongoing maintenance or support services are part of the transfer

2. Source Code Escrow: Include when source code is being held in escrow for security

3. Training: Include when training services are part of the transfer

4. Data Protection: Include when software processes personal data or when GDPR compliance is relevant

5. Migration Services: Include when data or system migration services are required

6. Competition Restrictions: Include when non-compete or territorial restrictions apply

7. Performance Guarantees: Include when specific performance levels are guaranteed

8. Third-Party Licenses: Include when software includes third-party components requiring separate licensing

Suggested Schedules

1. Schedule A - Software Description: Detailed technical specifications and functionality of the software

2. Schedule B - Acceptance Testing Criteria: Specific criteria and procedures for acceptance testing

3. Schedule C - Technical Requirements: System requirements and technical specifications for operation

4. Schedule D - Service Level Agreement: Performance metrics and service levels if applicable

5. Schedule E - Price Schedule: Detailed breakdown of transfer price and payment milestones

6. Schedule F - Third-Party Software: List of third-party software components and associated licenses

7. Schedule G - Documentation: List of all documentation to be transferred

8. Schedule H - Migration Plan: Detailed plan for software migration if applicable

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

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Telecommunications

Professional Services

E-commerce

Education

Government

Retail

Media and Entertainment

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Business Development

Compliance

Technical Operations

Intellectual Property

Contract Management

Enterprise Architecture

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Development Manager

IT Director

Intellectual Property Lawyer

Business Development Manager

Contract Manager

Procurement Manager

Technology Transfer Officer

Chief Information Officer

Software Asset Manager

Corporate Counsel

IT Procurement Specialist

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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