The Software License Transfer Agreement is used when an entity wishes to transfer its rights under a software license to another party in Singapore. This document is essential for businesses undergoing restructuring, M&A activities, or strategic realignment of software assets. It ensures compliance with Singapore's legal framework, particularly the Copyright Act 2021 and PDPA, while protecting both parties' interests. The agreement typically includes detailed provisions about the scope of transfer, warranties, payment terms, and any continuing obligations.
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1. Parties: Identification of transferor and transferee with full legal details
2. Background: Context of the transfer and description of the software
3. Definitions: Key terms used throughout the agreement
4. License Transfer Terms: Specific terms of the transfer including scope and effective date
5. Warranties and Representations: Guarantees regarding ownership and right to transfer
6. Payment Terms: Transfer price and payment conditions
7. Governing Law: Specification of Singapore law as governing law
1. Source Code Access: Terms for source code access if included in transfer - use when source code is part of the transfer
2. Maintenance and Support: Ongoing support obligations if any - include when support services are part of the agreement
3. Data Protection: PDPA compliance provisions - required when personal data is involved in the software or transfer
4. Export Control: Export compliance provisions - necessary for international transfers or when software has export restrictions
1. Schedule 1 - Software Description: Detailed technical description of the software including specifications and functionality
2. Schedule 2 - License Terms: Original license terms being transferred including all rights and restrictions
3. Schedule 3 - Documentation: List of all documentation included in transfer including user manuals and technical documentation
4. Schedule 4 - Payment Schedule: Detailed breakdown of payment terms and installments if applicable
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