Software transfer agreement—long form
Software transfer agreement—long form

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

  • Software transfer agreement—long form
  • Parties
  • Background
  • Schedule 1Transferred Materials
  • Schedule 2 [Third Party Software

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.

  2. (B)

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

  3. (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:

    2. 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