The Software Transfer Agreement is essential for businesses engaged in the acquisition or sale of software assets under Dutch jurisdiction. This document is typically used when there is a permanent transfer of software ownership, rather than just licensing rights. It comprehensively addresses all aspects of the transfer, including intellectual property rights, technical specifications, warranties, and compliance with Dutch and EU regulations. The agreement is particularly important in corporate acquisitions, technology transfers, or when a software developer sells their product to another entity. It ensures clear delineation of rights and responsibilities while complying with Dutch contract law, copyright legislation, and relevant EU directives, particularly regarding software protection and data privacy.
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1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the agreement and brief description of the software transfer arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter and Scope: Detailed description of the software being transferred and the scope of the transfer
5. Transfer of Rights: Specific rights being transferred, including IP rights, usage rights, and ownership
6. Delivery and Acceptance: Process for software delivery, acceptance testing, and criteria for acceptance
7. Payment Terms: Transfer price, payment schedule, and payment methods
8. Warranties and Representations: Warranties regarding software ownership, functionality, and compliance with specifications
9. Intellectual Property: Details of IP rights transfer, third-party rights, and infringement provisions
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Term and Termination: Duration of agreement and circumstances for termination
13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Maintenance and Support: Include when ongoing maintenance or support services are part of the transfer
2. Source Code Escrow: Include when source code is being held in escrow for security
3. Training: Include when training services are part of the transfer
4. Data Protection: Include when software processes personal data or when GDPR compliance is relevant
5. Migration Services: Include when data or system migration services are required
6. Competition Restrictions: Include when non-compete or territorial restrictions apply
7. Performance Guarantees: Include when specific performance levels are guaranteed
8. Third-Party Licenses: Include when software includes third-party components requiring separate licensing
1. Schedule A - Software Description: Detailed technical specifications and functionality of the software
2. Schedule B - Acceptance Testing Criteria: Specific criteria and procedures for acceptance testing
3. Schedule C - Technical Requirements: System requirements and technical specifications for operation
4. Schedule D - Service Level Agreement: Performance metrics and service levels if applicable
5. Schedule E - Price Schedule: Detailed breakdown of transfer price and payment milestones
6. Schedule F - Third-Party Software: List of third-party software components and associated licenses
7. Schedule G - Documentation: List of all documentation to be transferred
8. Schedule H - Migration Plan: Detailed plan for software migration if applicable
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