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Source Code Transfer Agreement for Singapore

Source Code Transfer Agreement Template for Singapore

A Source Code Transfer Agreement under Singapore law is a legally binding document that facilitates the complete transfer of ownership rights in software source code from one party to another. The agreement is structured to comply with Singapore's Copyright Act 2021 and related technology laws, ensuring proper assignment of intellectual property rights while addressing data protection, confidentiality, and technical transition requirements. It includes comprehensive provisions for warranties, representations, and ongoing obligations of both parties.

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What is a Source Code Transfer Agreement?

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.

What sections should be included in a Source Code Transfer Agreement?

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

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

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

What schedules should be included in a Source Code Transfer Agreement?

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

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Transfer Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

























Clauses


























Industries

Copyright Act 2021: Primary legislation governing source code protection as literary work, including ownership transfer, moral rights, and duration of copyright protection in Singapore

Patents Act (Chapter 221): Legislation governing software patentability and transfer of patent rights if the source code is part of a patented invention

Electronic Transactions Act (Chapter 88): Regulates electronic execution of agreements and establishes validity of electronic records and signatures

Personal Data Protection Act 2012: Governs handling and transfer of personal data, relevant if source code contains or processes personal data

Singapore Contract Law: Common law principles governing contract formation, consideration, capacity, and terms and conditions

Computer Misuse Act: Addresses unauthorized access/modification and security obligations related to computer code

Trade Secrets Law: Legal framework for protecting confidential information and trade secrets, including non-disclosure obligations

Competition Law: Regulations preventing anti-competitive practices and market restrictions in technology transfers

Export Control Laws: Regulations governing international transfer of technology and associated restrictions

Tax Legislation: GST and withholding tax considerations for software transfer transactions, particularly for international transfers

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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