Software transfer agreement—long form

The following TMT precedent provides comprehensive and up to date legal information covering:

  • Software transfer agreement—long form
  • Background
  • 1 Definitions and interpretation
  • 2 Transfer of the Transferred Materials
  • 3 Intellectual Property Rights
  • 4 Fees
  • 5 Warranties
  • 6 Intellectual Property Rights indemnity
  • 7 Mitigation
  • 8 Limits on liability
  • More...

Software transfer agreement—long form

This Agreement is made on [insert date]

Parties

  1. 1

    [insert supplier name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier); and

  1. 2

    [insert customer name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Customer),

(each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties).

Background

    1. (A)

      The Supplier is the[ sole] proprietor of certain software and associated intellectual property rights.

    1. (B)

      The Customer is [insert details of the background to the transfer].

    1. (C)

      The Supplier has agreed to assign [its OR all the] intellectual property rights in such software to the Customer and the Customer agrees to take an assignment of the same on the terms of this Agreement.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement:

        Affiliate

        1. means, in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party within the meaning set out in section 1124 of the Corporation Tax Act 2010;

        Business Day

        1. means a day other than a Saturday, Sunday or bank or public holiday in England;

        Commencement Date

        1. means the date of this Agreement;

        Confidential Information

        1. any information (whether

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