A Source Code Transfer Agreement is essential when one party needs to transfer complete ownership and control of software source code to another party. This agreement is particularly relevant in scenarios such as company acquisitions, software asset sales, or project handovers. Under Philippine law, such transfers must comply with the Intellectual Property Code (Republic Act No. 8293) and the Technology Transfer Act (Republic Act No. 10055), which provide specific requirements for technology transfer and IP rights assignment. The agreement covers comprehensive aspects including IP rights transfer, warranties, technical specifications, delivery mechanisms, acceptance testing, and post-transfer support. It's designed to protect both transferor and transferee interests while ensuring compliance with Philippine regulatory requirements for technology transfer transactions.
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1. Parties: Identification of the transferor and transferee, including complete legal names, addresses, and registration details
2. Background: Context of the source code transfer, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of technical terms, source code components, and other key terms used in the agreement
4. Subject Matter and Scope: Detailed description of the source code being transferred, including all components, versions, and associated materials
5. Transfer and Delivery: Mechanics of how the source code will be transferred, including delivery method, timeline, and acceptance criteria
6. Intellectual Property Rights: Transfer of IP rights, extent of rights being transferred, and any retained rights
7. Warranties and Representations: Warranties regarding ownership, non-infringement, functionality, and completeness of the source code
8. Confidentiality: Obligations regarding the confidential treatment of the source code and related information
9. Payment Terms: Details of payment, including amount, payment schedule, and method
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
1. Maintenance and Support: Include when post-transfer technical support or maintenance services are part of the agreement
2. Third-Party Components: Include when the source code contains third-party libraries or components requiring separate licensing
3. Export Control: Include when the transfer involves cross-border elements or export-controlled technology
4. Data Protection: Include when the source code processes or contains personal data
5. Training: Include when knowledge transfer and training are part of the agreement
6. Escrow Arrangements: Include when source code is to be held in escrow before final transfer
7. Non-Competition: Include when restrictions on competition are necessary
8. Insurance: Include when specific insurance coverage is required for the transferred code
1. Schedule 1 - Source Code Description: Detailed technical specification of the source code, including all components, modules, and versions
2. Schedule 2 - Technical Documentation: List of all technical documentation, user manuals, and other materials being transferred
3. Schedule 3 - Transfer Protocol: Detailed procedure for the transfer, including security measures and acceptance testing
4. Schedule 4 - Third-Party Licenses: List and copies of all third-party licenses associated with the source code
5. Schedule 5 - Known Issues and Limitations: Documentation of known bugs, limitations, and technical debt
6. Schedule 6 - Support and Maintenance Terms: Detailed terms of any ongoing support or maintenance obligations
7. Schedule 7 - Security Requirements: Security protocols and requirements for handling and storing the source code
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