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Software Transfer Agreement

Software Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Software Transfer Agreement

"Need a Software Transfer Agreement for transferring ownership of our custom-built HR management software to an Indonesian manufacturing company, including 6 months of implementation support and training to be completed by March 2025."

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Document background
The Software Transfer Agreement is a crucial legal instrument used when transferring ownership of software assets in Indonesia. This document becomes necessary when a company or individual wishes to transfer complete ownership and control of software, including all associated intellectual property rights, to another entity. The agreement must comply with Indonesian regulations, particularly the Copyright Law and Electronic Information and Transactions Law, while addressing specific requirements for technology transfer under Indonesian investment regulations. It covers essential elements such as ownership rights, technical specifications, implementation procedures, warranties, and ongoing obligations. The document is particularly important in corporate transactions, mergers and acquisitions, or strategic technology transfers within the Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including their legal status and registered addresses

2. Background: Context of the agreement, including brief description of the software and purpose of transfer

3. Definitions: Defined terms including Software, Documentation, Intellectual Property Rights, Source Code, and other key terms

4. Scope of Transfer: Detailed description of what is being transferred, including all components of the software

5. Transfer of Rights: Legal provisions for the transfer of ownership and intellectual property rights

6. Delivery and Implementation: Terms regarding software delivery, installation, and implementation timeline

7. Payment Terms: Financial terms including transfer price, payment schedule, and method

8. Representations and Warranties: Warranties regarding software ownership, functionality, and compliance with laws

9. Intellectual Property Indemnification: Protection against third-party IP claims and related indemnification provisions

10. Confidentiality: Provisions for protecting confidential information and trade secrets

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction details

12. Dispute Resolution: Process for resolving disputes, including mediation and arbitration provisions

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when source code access may be needed in specific circumstances

2. Ongoing Support and Maintenance: Terms for post-transfer technical support, used when ongoing support is part of the agreement

3. Training: Provisions for training transferee's personnel, included when knowledge transfer is required

4. Third-Party Software: Provisions dealing with third-party software components, used when the software includes third-party elements

5. Data Protection: Specific data protection and privacy provisions, included when software processes personal data

6. Export Control: Compliance with export control regulations, included for international transfers

7. Performance Guarantees: Specific performance metrics and guarantees, included when performance standards are crucial

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - Intellectual Property Rights: Comprehensive list of all IP rights being transferred

3. Schedule 3 - Documentation: List of all documentation, manuals, and technical materials included in the transfer

4. Schedule 4 - Implementation Plan: Detailed timeline and milestones for software transfer and implementation

5. Schedule 5 - Payment Schedule: Detailed breakdown of payment terms, installments, and conditions

6. Schedule 6 - Technical Requirements: Specific technical requirements for software operation

7. Appendix A - Acceptance Testing: Acceptance testing procedures and criteria

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Software
Source Code
Object Code
Documentation
Intellectual Property Rights
Effective Date
Completion Date
Acceptance Tests
Acceptance Criteria
Confidential Information
Delivery Date
Implementation Period
Licensed Materials
Modifications
Proprietary Rights
Related Software
Specifications
Technical Requirements
Third Party Software
Updates
User Materials
Warranties
Work Product
Escrow Agent
Acceptance Certificate
Business Day
Implementation Plan
Installation
Knowledge Transfer
Maintenance Services
Operating Environment
Performance Standards
Security Requirements
Support Services
Technology
Territory
Trade Secrets
Transfer Price
User Interface
Clauses
Definitions
Interpretation
Transfer of Rights
Intellectual Property Rights
Payment Terms
Delivery and Implementation
Acceptance Testing
Warranties and Representations
Technical Requirements
Documentation
Confidentiality
Data Protection
Source Code Transfer
Implementation Support
Knowledge Transfer
Third Party Rights
Liability and Indemnification
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendments
Term and Termination
Compliance with Laws
Export Control
Non-Competition
Security Requirements
Maintenance and Support
Performance Standards
Escrow Arrangements
Training Obligations
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Telecommunications

Education

Government

Relevant Teams

Legal

Information Technology

Software Development

Compliance

Intellectual Property

Corporate Development

Risk Management

Technical Operations

Procurement

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Development Manager

Intellectual Property Manager

Compliance Officer

IT Director

Chief Information Officer

Contract Manager

Technology Transfer Officer

Software Engineer

Chief Executive Officer

Chief Legal Officer

Industries
Law No. 28 of 2014 on Copyright: Primary legislation protecting software as intellectual property in Indonesia, governing rights transfer and licensing provisions
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions and systems, including software transfer and digital agreements
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contract formation, validity, and enforcement in Indonesia
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Implements the ITE Law and provides detailed regulations on electronic system operations and transactions
Law No. 25 of 2007 on Investment: Relevant for technology transfer provisions and foreign investment aspects of software transfers
Minister of Communication and Information Technology Regulation No. 5 of 2019: Regulates the implementation of electronic systems and private sector data governance
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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