Software Transfer Agreement

Where a person engages a third party to create a piece of software, he will want to ensure that, when the project is finished, the third party transfers all intellectual property rights in that software to him. For this reason, it is common practice for the developer of the software to assign all of its rights in the software to the hiring party on completion. This assignment is facilitated through the entry into of a document known as an Assignment of Rights in Software.

A Software Transfer Agreement identifies the particular software in question and provides for the assignment of all intellectual property rights in connection with that software to the hiring party – i.e. the party who paid the developer to develop the software.

Intellectual property, or “IP”, can be loosely defined as creations of the mind such as computer programs, computer code, literary and artistic works, symbols, names, images and designs. Under intellectual property law, the owners of these creations are granted exclusive rights to control their use. These rights, known as intellectual property rights, are granted in the form of legal protections known as copyrights, trade marks, patents, industrial design rights and trade secrets.

Where a person other than the creator of the intellectual property uses that intellectual property they can, in many instances, be held accountable to the creator for breach of the creator’s intellectual property rights. As such, to enable third parties use these rights without the risk of being sued by the creator, it is common place for the creator to either transfer or licence the intellectual property rights to the third party (whether for a fee of otherwise). In the case of a transfer or assignment, the transferee or assignee will become the new legal owner of such rights. In the case of a licence, the licensee will be given a limited right to use the intellectual property for a specific period of time and perhaps for a specific purpose.

DocuDraft’s Software Transfer Agreement is widely drafted in order to allow for the transfer of all intellectual property rights in a particular piece of software and to transfer other items which may not specifically be considered to be intellectual property such as rights in confidential information. The deed of assignment of the rights in the software also obliges the transferor to provide all assistance that the transferee reasonably requires to facilitate the transfer of the intellectual property rights in the software to the transferee – which may include the registration of that transfer in certain instances.

Detailed information in relation to each clause of this agreement and on how to complete the agreement are contained in the notes that accompany the agreement.

Clauses Included in this Software Transfer Agreement

• Defined Terms Clause
• Assignment Clause
• Warranties Clause
• Further Assurance Clause
• Indemnity Clause
• Waiver of Moral Rights Clause
• Notices Clause
• Confidentiality Clause
• Counterparts Clause
• Entire Agreement Clause
• Governing Law and Jurisdiction Clause

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