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Software Ownership Transfer Agreement
"I need a Software Ownership Transfer Agreement to sell my proprietary trading software to a Singapore-based fintech company, including source code and all IP rights, with completion scheduled for March 2025 and a 3-month transition support period."
1. Parties: Identification and details of transferor and transferee
2. Background: Context of the transfer and description of the software
3. Definitions: Key terms used throughout the agreement including software, intellectual property rights, and related technical terms
4. Subject Matter of Transfer: Detailed description of software and associated rights being transferred, including all intellectual property rights
5. Transfer Price and Payment Terms: Consideration and payment mechanisms for the software transfer
6. Representations and Warranties: Assurances regarding ownership, third-party rights, functionality, and compliance with laws
7. Completion Requirements: Actions required to complete the transfer, including delivery and acceptance procedures
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution
1. Source Code Transfer: Specific terms and conditions for the transfer of source code, including documentation and development materials
2. Employee Non-Solicitation: Provisions restricting the hiring of key personnel involved in software development
3. Transition Services: Terms for post-transfer support services and knowledge transfer
4. Data Protection: Compliance requirements with PDPA and data protection obligations
1. Schedule 1 - Software Description: Detailed technical specifications and functionality documentation of the software
2. Schedule 2 - Intellectual Property Rights: Comprehensive list of patents, copyrights, and other IP rights being transferred
3. Schedule 3 - Third-Party Licenses: Details of third-party components and associated licenses
4. Schedule 4 - Transfer Price Breakdown: Itemized pricing structure and payment schedule
5. Schedule 5 - Technical Documentation: User manuals, technical guides, and specifications for the software
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