A Software Transfer Agreement (STA) is a legal document that governs the transfer of software and associated intellectual property rights from one entity to another. It typically outlines terms such as the scope of the license, usage rights, and any restrictions or responsibilities. The agreement ensures both parties are clear on the conditions of the software transfer, including any obligations for maintenance, support, or updates.
SOFTWARE TRANSFER AGREEMENT
THIS AGREEMENT is made on [Insert Date]
- [Insert Software Owner’s Name], a company incorporated and registered in [Insert Country of Incorporation] with company number [Insert Company Number] and having its registered office at [Insert Registered Address] (the “Transferor”),
- [Insert Software Acquirer’s Name], a company incorporated and registered in [Insert Country of Incorporation] with company number [Insert Company Number] and having its registered office at [Insert Registered Address] (the “Transferee”).
DEFINITIONS AND INTERPRETATIONS
1- In this Agreement, the following terms shall have the meanings set out below:
a)”Software” means the computer program(s) specified in Exhibit A, including all related documentation, source code, object code, and any associated intellectual property rights.
b)”Effective Date” means the date on which this Agreement is signed by both parties, as indicated on the first page of this Agreement.
c) “Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks, and any other proprietary rights associated with the Software.
d) “Confidential Information” refers to any data or information, oral or written, disclosed by either Party during the course of this Agreement that is designated as confidential.
e) “Exhibit A” refers to the annexed document detailing the specifications of the Software to be transferred under this Agreement.
2- In the interpretation of this Agreement, unless the context otherwise requires:
a) Headings and titles are included for convenience only and shall not affect the interpretation of this Agreement.
b)The singular includes the plural and vice versa.
c) References to one gender include all genders.
d) References to statutes or statutory provisions include those statutes or statutory provisions as amended or re-enacted.
e) References to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form.
f) Any phrase introduced by the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
CONVEYANCE OF RIGHTS AND ASSETS
3- The Transferor hereby assigns and transfers to the Transferee all rights, title, and interest in and to the Software, including all Intellectual Property Rights, as detailed and explicitly listed in Exhibit A, ensuring the transfer includes all related and derivative works, free and clear of any liens, encumbrances, or third-party claims.
4- The Transferor agrees to deliver to the Transferee a copy of the Software in both source code and object code form, along with all relevant System Documentation and User Documentation, within [Specify Number] days following the Effective Date.
5- The Transferee shall have a period of [Specify Number] days from the date of delivery to inspect and test the Software to ensure it conforms to the specifications outlined in Exhibit A. If the Software does not conform to the specifications, the Transferee shall have the right to reject the Software and notify the Transferor of the non-conformity.
6- Upon completion of the delivery and acceptance of the Software, ownership of the Software shall pass to the Transferee, and the Transferee shall have the right to use, modify, and distribute the Software in accordance with the terms of this Agreement.
7- The Transferor shall take all necessary actions and execute all necessary documents to effectuate the transfer of the Software and the Intellectual Property Rights to the Transferee as contemplated by this Agreement.
8- The Transferee agrees to pay the Transferor a purchase price of [Specify Amount] for the Software. An initial payment of [Specify Percentage] of the purchase price shall be payable on the Effective Date, with the balance due within [Adjusted Number] days following the successful inspection and acceptance of the Software as per Clause 5.
9- Payment shall be made by [Specify Payment Method, e.g., bank transfer, cheque], to the account designated by the Transferor.
10- All prices are exclusive of, and the Transferee is responsible for, any and all taxes, duties, and charges that may be imposed in connection with this Agreement, except for taxes on the Transferor’s income.
11- If the Transferee fails to make any payment when due, interest will accrue on the overdue amount at the rate of [Specify Interest Rate] per annum, or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.
12- The Transferee shall not be entitled to set off any amount owing at any time from the Transferor to the Transferee against any amount payable by the Transferee to the Transferor under this Agreement.
REPRESENTATIONS AND WARRANTIES
13- The Transferor represents and warrants to the Transferee that:
a) It is the sole legal and beneficial owner of the Software and the Intellectual Property Rights therein.
b) It has the full authority to enter into this Agreement and to transfer the Software to the Transferee.
c) The Software is free from any liens, encumbrances, or third-party claims.
d) The Software does not infringe upon the intellectual property rights of any third party.
e) All relevant contributors to the Software have waived or assigned to the Transferor any and all moral rights in the Software.
f) There are no pending or threatened legal actions relating to the Software or Intellectual Property Rights.
14- The Transferee represents and warrants to the Transferor that:
a) It has the full authority to enter into this Agreement and to fulfill its obligations hereunder.
b) It will use the Software in a lawful manner and in compliance with all applicable laws and regulations.
15- EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS,” AND THE TRANSFEROR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
16- No employee, agent, or representative of the Transferor has the authority to bind the Transferor to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
17- Both parties acknowledge that during the course of this Agreement, each may come into possession of confidential and proprietary information belonging to the other party (“Confidential Information”). Each party agrees to maintain the confidentiality of such information and to use it only for the purposes necessary to fulfill their obligations under this Agreement.
18- With the same of the Signing Date of this Agreement, the parties shall execute a separate Non-Disclosure Agreement (NDA) to ensure the protection of Confidential Information. The terms of the NDA will further define the confidentiality obligations and will form an integral part of the protection of each party’s proprietary information.
19- The obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of [number] years.
INTELLECTUAL PROPERTY RIGHTS
20- The Transferor agrees to retain no copies of the Software and related Intellectual Property Rights after the transfer, except as necessary for compliance with applicable law or for backup purposes as permitted in this Agreement.
21- The Transferee agrees not to challenge the validity of the Intellectual Property Rights of the Software transferred under this Agreement.
22- The Transferor shall defend any claims or actions brought against the Transferee alleging that the use of the Software as contemplated hereunder infringes the intellectual property rights of a third party, provided that:
a) The Transferee promptly notifies the Transferor in writing of the claim;
b) The Transferor shall have sole control of the defense and all related settlement negotiations; and
c) The Transferee provides the Transferor with the assistance, information, and authority necessary to perform the Transferor’s obligations under this clause.
23- The Transferee shall promptly notify the Transferor of any alleged infringement of the Intellectual Property Rights of the Software and shall assist the Transferor in any reasonable way to enforce the Transferor’s Intellectual Property Rights.
24- Any updates, modifications, or derivative works of the Software made by the Transferee that are based on the original Software shall be the exclusive property of the Transferee. The Transferee shall ensure that such updates, modifications, or derivative works do not infringe upon the pre-existing Intellectual Property Rights of the Transferor or any third party and shall notify the Transferor in writing of any such developments.
LIMITATIONS OF LIABILITY
25- Except as otherwise provided in this Agreement, neither Party shall be liable to the other for any direct damages exceeding the amount of the purchase price paid for the Software under this Agreement.
26- Notwithstanding the limitations set forth in this Agreement, the liability cap shall not apply to breaches of confidentiality, violation of intellectual property rights, or any obligations under the indemn
27- To the fullest extent permitted by applicable law, in no event will either Party be liable to the other for any indirect, special, incidental, punitive, or consequential damages arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of data, or cost of procurement of substitute goods or services, whether based on contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.
28- The Parties acknowledge that the limitations and exclusions of liability set forth in this section and elsewhere in this Agreement represent the agreed allocation of risk between the Parties and that the compensation received by each Party reflects such allocation of risk.
29- Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure event, as defined in Section Force Majeure..
30- “Force Majeure Event” shall mean any unforeseen event beyond the reasonable control of the affected party, including but not limited to natural disasters, war, terrorism, cyber-attacks, hacking, unexpected legal restrictions, changes in software licensing laws, government actions, or the failure of third-party service providers, which prevents such party from fulfilling its obligations with respect to software development, delivery, or license usage under this Agreement.
31- In the occurrence of a Force Majeure Event, the impacted party shall immediately notify the other party in writing and shall furnish details concerning the nature and expected duration of the Force Majeure Event. The affected party is required to take reasonable steps to mitigate the effect of the Force Majeure Event and resume performance under this Agreement promptly.
32- The affected party’s performance obligations under this Agreement shall be postponed during the period of delay caused by the Force Majeure Event, with no liability to the affected party for such postponement. The affected party shall use diligent efforts to end the Force Majeure Event and fulfill its obligations under this Agreement.
33- If a Force Majeure Event extends beyond [number] days, either party may terminate this Agreement without liability by giving written notice to the other party. In the event of such termination, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are intended to survive termination of this Agreement.
34- If a Force Majeure Event significantly undermines the commercial intent of this Agreement, the parties agree to meet promptly to discuss the situation and, in good faith, negotiate necessary adjustments to the Agreement to address the new circumstances.
35- Should a Force Majeure Event adversely impact the financial condition of the affected party, the parties shall negotiate in good faith any necessary alterations to the payment terms under this Agreement until such time as the Force Majeure Event ceases to affect the affected party’s performance capabilities.
36- The Transferor shall indemnify, defend, and hold harmless the Transferee and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from:
a) any breach of the Transferor’s representations, warranties, or obligations under this Agreement;
b) any claim that the Transferee’s use of the Software infringes or misappropriates the intellectual property rights of a third party;
c) any negligence or more culpable act or omission of the Transferor (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.
37- The Transferee shall indemnify, defend, and hold harmless the Transferor and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all claims, damages, or costs arising out of the Transferee’s use of the Software in a manner not authorized by this Agreement or in violation of applicable laws.
38- A Party seeking indemnification under this Section shall promptly notify the indemnifying Party in writing of any claim and cooperate with the indemnifying Party at the indemnifying Party’s sole cost and expense. The indemnifying Party shall promptly assume control of the defense and will not settle any claim without the indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed.
39- This indemnification is the sole remedy available to any Party for any type of claim described in this Section.
40- Either Party may terminate this Agreement for cause:
a) upon [Specify Number] days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period;
b) if the other Party becomes insolvent, files for bankruptcy, dissolves, liquidates, or has a receiver or trustee appointed over a significant part of its assets.
41- Either Party may terminate this Agreement for any reason upon [Specify Number] days’ written notice to the other Party.
42- Upon termination of this Agreement for any reason:
a) all rights and licenses granted to the Transferee under this Agreement will terminate;
b) the Transferee will cease all use of the Software and destroy all copies, full or partial, of the Software in its possession or control;
c) any amounts owed to the Transferor under this Agreement before such termination will be immediately due and payable;
43- Upon termination, each Party shall return to the other Party all Confidential Information of the other Party in its possession and shall not make or retain any copies of such information in any form.
44- In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of [Specify Number] days, then, upon notice by either Party to the other, disputes, claims, questions, or disagreements shall be resolved by arbitration administered by the [Specify Arbitration Association] in accordance with its Arbitration Rules.
45- Arbitration shall take place in [Specify Location], and shall be conducted in the English language. The decision of the arbitrator(s) shall be final and binding upon the Parties, and the award rendered may be entered in any court having jurisdiction thereof.
46- The Parties shall share equally in the costs of the arbitration, including administrative fees, arbitrator’s fees, and legal fees incurred by each Party, unless the arbitrator(s) decide(s) that the costs should be allocated in a different manner as part of their award.
47- Any litigation related to this Agreement shall be brought in, and each Party consents to the jurisdiction of, the courts located in [Specify Jurisdiction].
48- Notwithstanding the above, either Party may seek immediate emergency relief before any court of competent jurisdiction in order to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved.
GOVERNING LAW AND JURISDICTION
49- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [Specify Jurisdiction, e.g., England and Wales].
50- Each Party irrevocably agrees that the courts of [Specify Jurisdiction, e.g., England and Wales] shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
51- This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, relating to its subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[SIGNATURE OF TRANSFEROR]
[SIGNATURE OF TRANSFEREE]
Exhibit A (Example):
Description of the Software: The Software includes the computer program(s) specified below, encompassing all related documentation, source code, object code, and any associated intellectual property rights.
- Program Name: [Insert Program Name]
- Version: (Insert Version)
- Source Code: (Yes/No)
- Object Code: (Yes/No)
- Documentation: Provided in [describe format, e.g., PDF, Word Document]
- Intellectual Property Rights: (List of patents, copyrights, trademarks, etc.)
Third-Party Licensing Agreements: (If applicable, provide details of any third-party software components included in the Software and the terms of their licensing agreements.)
This Exhibit A is intended to provide a comprehensive list of all components and features of the Software being transferred under this Agreement, along with any relevant third-party licensing agreements.