Source Code Transfer Agreement

Source Code Transfer Agreement Template for Singapore

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Key Requirements PROMPT example:

"Need a Source Code Transfer Agreement to transfer ownership of our proprietary trading algorithm software to a Singapore-based fintech company, including provisions for a 3-month technical support period and protection of our existing client data."

Document background

The Source Code Transfer Agreement is essential in technology transactions where complete ownership of software source code needs to be transferred. This document, governed by Singapore law, is commonly used in corporate acquisitions, software company sales, or when transitioning proprietary technology between entities. It addresses critical aspects such as intellectual property rights, warranties regarding code quality and ownership, confidentiality provisions, and technical support during transition. The agreement ensures compliance with Singapore's technology and data protection laws while providing clear documentation of the transfer terms and conditions.

Suggested Sections

1. Parties: Identification of transferor and transferee

2. Background: Context of the transfer and relationship between parties

3. Definitions: Key terms used in the agreement including 'Source Code', 'Intellectual Property Rights'

4. Transfer and Assignment: Core provisions detailing the transfer of rights and ownership

5. Warranties and Representations: Guarantees regarding ownership, non-infringement, and quality of code

6. Consideration: Payment terms and conditions

7. Confidentiality: Protection of sensitive information

8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and dispute resolution

Optional Sections

1. License Back Rights: Used when transferor needs continued access or usage rights to the transferred code

2. Transition Services: Support, maintenance, and knowledge transfer provisions for technical handover

3. Export Control: Compliance with export regulations for international transfers

4. Third Party Components: Provisions handling third-party libraries, dependencies, and associated licenses

Suggested Schedules

1. Schedule 1: Source Code Description: Detailed technical specification and inventory of transferred code

2. Schedule 2: Intellectual Property Rights: Comprehensive list of all associated IP rights being transferred

3. Schedule 3: Third Party Licenses: List of third-party licenses, dependencies, and associated obligations

4. Schedule 4: Technical Documentation: Supporting documentation, manuals, and technical materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Technology
Financial Services
Healthcare
Manufacturing
Telecommunications

Relevant Teams

Legal
Information Technology
Research & Development
Intellectual Property
Compliance

Relevant Roles

Chief Technology Officer
Software Development Manager
Legal Counsel
IP Manager
Chief Information Officer

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Let's create your Source Code Transfer Agreement

Authors

Alex Denne

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