The Software Source Code Transfer Agreement is essential when permanently transferring ownership of software source code and associated intellectual property rights between parties. This document is commonly used in scenarios such as company acquisitions, software asset sales, or strategic technology transfers. It's particularly relevant under Hong Kong law, which provides specific frameworks for technology transfer and intellectual property protection through various ordinances including the Copyright Ordinance (Cap. 528) and Electronic Transactions Ordinance (Cap. 553). The agreement ensures clear transfer of ownership, addresses technical delivery requirements, establishes warranties about code functionality and ownership, and sets out post-transfer obligations. It's crucial for protecting both transferor and transferee interests while ensuring compliance with Hong Kong's technology transfer and intellectual property regulations.
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1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses
2. Background: Context of the transfer, including brief description of the software and purpose of the transfer
3. Definitions: Definitions of key terms including 'Source Code', 'Intellectual Property Rights', 'Documentation', and 'Effective Date'
4. Subject Matter of Transfer: Detailed description of the source code being transferred and associated materials
5. Transfer of Rights: Complete transfer of all intellectual property rights in the source code
6. Delivery and Implementation: Process and timeline for transferring the source code and related materials
7. Warranties and Representations: Warranties regarding ownership, non-infringement, functionality, and absence of malicious code
8. Consideration: Payment terms and conditions for the transfer
9. Confidentiality: Obligations to maintain confidentiality of the source code and related information
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Third Party Components: Details of any third-party software components and associated licenses - include if the software contains third-party elements
2. Training and Knowledge Transfer: Provisions for training the transferee's team - include if knowledge transfer is part of the agreement
3. Maintenance and Support: Post-transfer maintenance and support obligations - include if ongoing support is required
4. Escrow Arrangements: Provisions for source code escrow - include if phased transfer or security measures are needed
5. Data Protection: Specific provisions regarding personal data processing - include if the software processes personal data
6. Export Control: Compliance with export control regulations - include if international transfer or restricted technologies are involved
7. Transition Services: Temporary services provided by transferor - include if gradual transition is needed
8. Non-Compete Provisions: Restrictions on transferor's future activities - include if competitive protection is required
1. Schedule 1 - Source Code Description: Detailed technical description of the source code, including all components and modules
2. Schedule 2 - Technical Documentation: List of all technical documentation being transferred
3. Schedule 3 - Third Party Licenses: Copies or details of all third-party licenses and dependencies
4. Schedule 4 - Transfer Timeline: Detailed timeline for the transfer process and key milestones
5. Schedule 5 - Known Issues and Limitations: List of known bugs, issues, and limitations of the software
6. Appendix A - Transfer Completion Checklist: Checklist of items to be completed for successful transfer
7. Appendix B - Testing Procedures: Procedures for verifying successful transfer and functionality
8. Appendix C - Contact Details: Key contacts for both parties during and after the transfer process
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