Software License Transfer Agreement Template for Philippines

The Software License Transfer Agreement is essential when an organization needs to transfer its rights to use licensed software to another entity in the Philippines. This document is commonly used during business restructuring, mergers and acquisitions, or when companies need to reassign software licenses for operational reasons. The agreement must comply with Philippine legislation, particularly the Intellectual Property Code and Technology Transfer Act, while addressing technical requirements and commercial terms. It includes detailed provisions for the transfer process, ensuring both parties understand their rights and obligations, and typically requires consideration of data privacy laws, especially when the software handles personal information. The document should be tailored to accommodate specific software requirements, transfer conditions, and any continuing obligations between the parties.

1. Parties: Identification of the transferor (current license holder), transferee (new license holder), and original software licensor if relevant

2. Background: Context of the existing license, reason for transfer, and confirmation of original licensor's consent if required

3. Definitions: Key terms including Software, License, Intellectual Property Rights, Transfer Date, and other relevant definitions

4. Transfer of License: Core terms of the license transfer, including scope, territory, and duration of the transferred license

5. Transfer Date: Effective date of the license transfer and any conditions precedent

6. Consideration: Payment terms and any other consideration for the license transfer

7. Warranties and Representations: Warranties regarding right to transfer, software functionality, and no breach of existing agreements

8. Original License Terms: Confirmation that transferee will comply with original license terms and conditions

9. Intellectual Property Rights: Acknowledgment of IP ownership and rights post-transfer

10. Compliance with Laws: Obligation to comply with Philippine laws, particularly technology transfer and IP regulations

11. Confidentiality: Protection of confidential information related to the software and transfer

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes