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Software Asset Purchase Agreement

Software Asset Purchase Agreement Template for India

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Key Requirements PROMPT example:

Software Asset Purchase Agreement

"I need a Software Asset Purchase Agreement for acquiring a custom CRM software system from TechSoft Solutions Private Limited, with the deal closing planned for March 2025, including source code transfer and 6 months of technical support under Indian law."

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Document background
The Software Asset Purchase Agreement is a critical legal instrument used when organizations or individuals wish to acquire full ownership of software assets in India. This agreement is essential for transactions involving the permanent transfer of software ownership, unlike licensing arrangements. It ensures compliance with Indian legislation, particularly the Information Technology Act, 2000, and the Indian Contract Act, 1872. The document is typically used in scenarios ranging from acquisition of custom-developed software to purchase of existing software products, covering aspects such as intellectual property rights, warranties, technical specifications, and payment terms. It's particularly important in protecting both buyer's and seller's interests while ensuring clear transfer of ownership and associated rights.
Suggested Sections

1. Parties: Identification of the buyer and seller with full legal details

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

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Subject Matter: Description of the software assets being purchased and scope of the purchase

5. Purchase Price and Payment Terms: Details of the purchase price, payment schedule, and payment methods

6. Delivery and Acceptance: Terms for delivery of the software assets and acceptance criteria

7. Seller's Representations and Warranties: Warranties regarding ownership, functionality, and compliance with laws

8. Intellectual Property Rights: Transfer of IP rights, ownership of source code, and related matters

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Indemnification: Protection against third-party claims and intellectual property infringement

11. Term and Termination: Duration of the agreement and conditions for termination

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when source code access is critical

2. Transition Services: Details of any temporary support services provided by the seller post-purchase

3. Data Migration: Terms for transferring associated data, if applicable

4. Third-Party Software: Provisions regarding third-party software components and licenses

5. Export Compliance: Required for international transactions or software with export restrictions

6. Personnel Transfer: Terms for transferring key personnel, if part of the deal

7. Maintenance and Support: Optional ongoing maintenance terms if included in the purchase

8. Security Requirements: Specific security standards and compliance requirements, if needed

Suggested Schedules

1. Schedule A - Software Assets Description: Detailed technical specifications of all software assets being purchased

2. Schedule B - Purchase Price Breakdown: Itemized breakdown of the purchase price components

3. Schedule C - Acceptance Testing Criteria: Detailed acceptance testing procedures and criteria

4. Schedule D - Intellectual Property Register: List of all IP assets including patents, copyrights, and trademarks

5. Schedule E - Third-Party Licenses: List of all third-party licenses and their terms

6. Schedule F - Technical Documentation: List of all technical documentation to be transferred

7. Appendix 1 - Service Level Agreements: Performance standards and metrics, if applicable

8. Appendix 2 - Security Standards: Specific security standards and compliance requirements

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






































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Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Retail

Education

Government and Public Sector

Professional Services

Media and Entertainment

Insurance

Automotive

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Finance

Risk Management

Compliance

Software Development

IT Operations

Information Security

Vendor Management

Technical Operations

Contract Administration

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Software Procurement Manager

Legal Counsel

Contract Manager

Software Asset Manager

IT Procurement Specialist

Technology Acquisition Manager

Chief Legal Officer

Software Development Manager

IT Operations Manager

Chief Financial Officer

Risk Management Officer

Compliance Officer

Technical Director

IT Security Manager

Industries








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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