The Source Code Transfer Agreement is essential in technology transactions where complete ownership of software source code needs to be transferred. This document, governed by Singapore law, is commonly used in corporate acquisitions, software company sales, or when transitioning proprietary technology between entities. It addresses critical aspects such as intellectual property rights, warranties regarding code quality and ownership, confidentiality provisions, and technical support during transition. The agreement ensures compliance with Singapore's technology and data protection laws while providing clear documentation of the transfer terms and conditions.
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1. Parties: Identification of transferor and transferee
2. Background: Context of the transfer and relationship between parties
3. Definitions: Key terms used in the agreement including 'Source Code', 'Intellectual Property Rights'
4. Transfer and Assignment: Core provisions detailing the transfer of rights and ownership
5. Warranties and Representations: Guarantees regarding ownership, non-infringement, and quality of code
6. Consideration: Payment terms and conditions
7. Confidentiality: Protection of sensitive information
8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and dispute resolution
1. License Back Rights: Used when transferor needs continued access or usage rights to the transferred code
2. Transition Services: Support, maintenance, and knowledge transfer provisions for technical handover
3. Export Control: Compliance with export regulations for international transfers
4. Third Party Components: Provisions handling third-party libraries, dependencies, and associated licenses
1. Schedule 1: Source Code Description: Detailed technical specification and inventory of transferred code
2. Schedule 2: Intellectual Property Rights: Comprehensive list of all associated IP rights being transferred
3. Schedule 3: Third Party Licenses: List of third-party licenses, dependencies, and associated obligations
4. Schedule 4: Technical Documentation: Supporting documentation, manuals, and technical materials
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