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Software Source Code Transfer Agreement

Software Source Code Transfer Agreement Template for United States

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Key Requirements PROMPT example:

Software Source Code Transfer Agreement

"I need a Software Source Code Transfer Agreement to transfer ownership of our proprietary trading algorithm software to a financial services company, with specific provisions for ongoing technical support during a 6-month transition period starting March 2025."

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Document background
The Software Source Code Transfer Agreement is utilized when a complete transfer of software ownership is required, typically in scenarios such as company acquisitions, asset sales, or strategic divestitures. This U.S.-based agreement encompasses crucial elements including intellectual property rights transfer, confidentiality provisions, warranties regarding code ownership and quality, and compliance with federal and state regulations. It's essential for protecting both parties' interests while ensuring a legally sound transfer of valuable software assets.
Suggested Sections

1. Parties: Identification of transferor and transferee, including legal entities and addresses

2. Background: Context of the transfer, nature of the software, and purpose of the agreement

3. Definitions: Key terms including Source Code, Intellectual Property Rights, Documentation, etc.

4. Transfer of Rights: Scope of rights being transferred, including ownership and IP rights

5. Consideration: Payment terms and transfer price

6. Delivery and Implementation: Process and timeline for code transfer and verification

7. Representations and Warranties: Statements about ownership, quality, and compliance

8. Confidentiality: Protection of source code and related confidential information

9. Term and Termination: Duration and conditions for termination

Optional Sections

1. Export Control: Required if software may be subject to export restrictions for international transfers

2. Transition Services: Support services during transfer period for complex software requiring handover period

3. Employee Non-Solicitation: Restrictions on hiring key personnel when protecting development team is crucial

4. Third-Party Components: Handling of third-party licenses and components when software contains third-party elements

5. Escrow Arrangements: Terms for source code escrow for phased transfers or security arrangements

Suggested Schedules

1. Software Description Schedule: Detailed technical description of the source code and components

2. IP Schedule: List of all intellectual property being transferred

3. Third-Party Licenses Schedule: List of all third-party software licenses and dependencies

4. Transfer Timeline Schedule: Detailed schedule of transfer milestones and deliverables

5. Documentation List Schedule: Inventory of all technical documentation being transferred

6. Security Requirements Schedule: Technical and organizational security measures

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
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Industries

Copyright Act: 17 U.S.C. - Primary federal legislation protecting software as intellectual property, covering rights of reproduction, modification, distribution, and display

Patent Act: 35 U.S.C. - Governs protection of patentable aspects of software innovations and processes

Trade Secrets Laws: Including the Defend Trade Secrets Act (DTSA) - Protects confidential source code and proprietary development methods

Uniform Commercial Code: Standardized state laws governing commercial transactions, including software sales and transfers

Export Administration Regulations: Controls the export of sensitive technologies, including certain types of software and encryption technology

International Traffic in Arms Regulations: Regulates the transfer of defense-related technology, including certain types of software

State Data Protection Laws: Various state-specific regulations governing data protection and privacy in software

Work-for-hire Provisions: Employment law provisions determining ownership of code created by employees or contractors

Securities Regulations: SEC and related regulations if the transfer involves public companies or regulated securities

Antitrust Laws: Including Sherman Act and Clayton Act - Ensures transfer doesn't create monopolistic conditions

Bankruptcy Code: Provisions affecting software licenses and transfers in case of insolvency

Industry-Specific Regulations: Specialized requirements for software in regulated industries (healthcare, finance, government)

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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