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Software Transfer Agreement
"I need a Software Transfer Agreement under Austrian law for transferring a proprietary accounting software system from our development company to a major bank, including source code and ongoing maintenance obligations for 12 months starting March 2025."
1. Parties: Identification of the transferor and transferee with full legal details
2. Background: Context of the agreement, including the software's development and ownership history
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Transfer: Detailed description of the software being transferred, including all components and versions
5. Scope of Transfer: Extent of rights being transferred, including any restrictions or reservations
6. Transfer Price and Payment Terms: Financial terms including price, payment schedule, and any adjustments
7. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance testing
8. Intellectual Property Rights: Transfer of IP rights, including source code and documentation
9. Warranties and Representations: Warranties regarding ownership, functionality, and compliance with laws
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and conditions for termination
13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Third-Party Components: Required if the software includes third-party elements, detailing licenses and restrictions
2. Training and Documentation: Include if training services or extensive documentation transfer is part of the agreement
3. Maintenance and Support: Optional section for ongoing maintenance obligations post-transfer
4. Data Protection: Required if the software processes personal data or if data transfer is involved
5. Export Control: Include if the software is subject to export control regulations
6. Source Code Escrow: Optional provisions for source code escrow arrangements
7. Transition Services: Include if the transferor will provide transition assistance
8. Non-Competition: Optional restrictions on transferor's future activities
9. Employee Transfer: Required if software development team transfer is part of the agreement
1. Schedule 1 - Software Description: Detailed technical specifications of the software
2. Schedule 2 - Intellectual Property Register: List of all IP rights being transferred, including registrations
3. Schedule 3 - Third-Party Licenses: Details of third-party software components and associated licenses
4. Schedule 4 - Technical Documentation: List of all technical documentation being transferred
5. Schedule 5 - Acceptance Testing Procedures: Detailed testing protocols and acceptance criteria
6. Schedule 6 - Transfer Price Calculation: Detailed breakdown of the transfer price components
7. Appendix A - Service Level Agreement: Performance metrics and service levels if maintenance is included
8. Appendix B - Training Plan: Details of any training to be provided if included in the scope
Authors
Source Code
Object Code
Documentation
Intellectual Property Rights
Effective Date
Completion Date
Acceptance Tests
Acceptance Criteria
Technical Specifications
Confidential Information
Delivery
Licensed Materials
Third Party Components
Modifications
Updates
Background IP
Transferred IP
Implementation Services
Defect
Critical Defect
Acceptance Certificate
Development Environment
User Interface
API
Database
Software Architecture
Transfer Price
Maintenance Services
Support Services
Escrow Agent
Escrow Materials
Legacy Systems
Integration
User Documentation
Technical Documentation
Derivative Works
Improvements
Installation
Know-how
Performance Requirements
Security Requirements
System Requirements
Transfer Period
Transition Services
Warranty Period
Transfer of Rights
Purchase Price
Payment Terms
Delivery
Acceptance Testing
Implementation
Warranties
Intellectual Property
Source Code Transfer
Documentation
Third-Party Rights
Confidentiality
Data Protection
Liability
Indemnification
Force Majeure
Term and Termination
Assignment
Governing Law
Dispute Resolution
Insurance
Compliance
Transition Services
Training
Maintenance and Support
Non-Competition
Representations
Entire Agreement
Severability
Notices
Employee Matters
Export Control
Source Code Escrow
Security Requirements
Performance Standards
Integration Obligations
Audit Rights
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Telecommunications
E-commerce
Professional Services
Gaming and Entertainment
Education
Banking
Insurance
Retail
Automotive
Public Sector
Legal
Information Technology
Software Development
Procurement
Compliance
Intellectual Property
Finance
Risk Management
Technical Operations
Product Management
Chief Technology Officer
Legal Counsel
Software Development Manager
Intellectual Property Lawyer
IT Director
Procurement Manager
Software Engineer
Compliance Officer
Contract Manager
Chief Information Officer
Technology Transfer Officer
Business Development Manager
Chief Legal Officer
Software Asset Manager
IT Procurement Specialist
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