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Software Source Code Purchase Agreement for the United Kingdom

Software Source Code Purchase Agreement Template for England and Wales

A Software Source Code Purchase Agreement is a legal contract governed by the laws of England and Wales that facilitates the complete transfer of ownership of software source code from one party to another. The agreement covers intellectual property rights, warranties, technical specifications, and compliance requirements under English law. It includes provisions for the transfer of all associated documentation, development history, and any third-party components, while ensuring compliance with data protection regulations and software licensing requirements.

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Software Source Code Purchase Agreement

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What is a Software Source Code Purchase Agreement?

The Software Source Code Purchase Agreement is essential when a company wishes to acquire complete ownership and control of software source code, rather than just obtaining a license. This comprehensive agreement, governed by English and Welsh law, is particularly relevant in scenarios such as company acquisitions, technology transfers, or when bringing development in-house. The document covers crucial aspects including IP rights transfer, warranties, technical specifications, known issues, and ongoing support arrangements. It ensures compliance with relevant legislation including the Copyright, Designs and Patents Act 1988 and data protection regulations.

What sections should be included in a Software Source Code Purchase Agreement?

1. Parties: Identification and details of the buyer and seller

2. Background: Context of the transaction and brief description of the software

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and payment details

5. Intellectual Property Rights: Transfer of IP rights and ownership provisions

6. Warranties and Representations: Seller's guarantees regarding ownership, quality, and functionality

7. Confidentiality: Protection of source code and related confidential information

What sections are optional to include in a Software Source Code Purchase Agreement?

1. Maintenance and Support: Terms for ongoing technical support, applicable when post-sale support is included in the agreement

2. Third Party Components: Details of any third-party software components and associated rights and obligations

3. Export Controls: Compliance with export regulations for international transactions

4. Source Code Escrow: Arrangements for source code safekeeping with third-party escrow agent

What schedules should be included in a Software Source Code Purchase Agreement?

1. Schedule 1: Software Description: Detailed technical description of the source code and components

2. Schedule 2: Technical Documentation: Documentation, manuals, and technical specifications

3. Schedule 3: Third Party Licenses: List and details of third-party licenses included

4. Schedule 4: Known Issues and Limitations: Documentation of known bugs or limitations

5. Schedule 5: Development History: Version history and development documentation

Authors

Alex Denne

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

Jurisdiction

England and Wales

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions



























Clauses






























Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in software, including ownership and transfer of copyright, and moral rights considerations

Patents Act 1977: Relevant for protection of patentable elements within the software and software patent considerations

Trade Marks Act 1994: Applicable when trademarks are included in the software transfer

Data Protection Act 2018 and UK GDPR: Essential for compliance with data protection requirements, particularly if the source code processes personal data

Sale of Goods Act 1979: While software isn't technically 'goods', the principles may be relevant to the transaction

Supply of Goods and Services Act 1982: Provides framework for quality and fitness for purpose provisions in software sales

Consumer Rights Act 2015: Applicable if the software is being sold to a consumer rather than a business

Computer Misuse Act 1990: Addresses security considerations and restrictions in software usage

Trade Secrets Regulations 2018: Governs the protection of confidential information and trade secrets within the source code

Competition Law: Covers restrictions on use/sale and anti-competitive provisions in software agreements

Contract Law Principles: Fundamental principles including offer, acceptance, consideration, intention to create legal relations, and certainty of terms

International Regulations: Encompasses export control regulations, international IP rights, and cross-border licensing considerations

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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