A Software Assignment Agreement is essential when transferring complete ownership of software intellectual property rights. This document is commonly used in the United States for software acquisitions, company mergers, or when transitioning from contractor-developed to company-owned software. The agreement ensures compliance with U.S. intellectual property laws and provides clear documentation of the transfer, including warranties about ownership, non-infringement, and the software's condition. It typically includes provisions for source code transfer, documentation delivery, and may address ongoing support or maintenance obligations.
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1. Parties: Identifies the assignor and assignee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software being assigned
3. Definitions: Key terms used throughout the agreement including Software, Intellectual Property Rights, Documentation
4. Assignment: Core provision transferring all rights, title, and interest in the software
5. Consideration: Details of payment or other consideration for the assignment
6. Warranties and Representations: Assignor's guarantees regarding ownership, non-infringement, and right to assign
7. Further Assurance: Obligation to execute additional documents if needed to perfect the assignment
1. Source Code Delivery: Details of source code transfer process when source code is part of the assignment
2. Transition Services: Support services provided post-assignment when ongoing support is required
3. Non-Compete: Restrictions on assignor's future activities when protecting against future competition is important
4. Third Party Components: Handling of third-party software components when software includes third-party elements
1. Schedule 1 - Software Description: Detailed technical description of the software being assigned
2. Schedule 2 - Intellectual Property Register: List of registered IP rights associated with the software
3. Schedule 3 - Third Party Licenses: List of third-party licenses affecting the software
4. Schedule 4 - Technical Documentation: User manuals, technical specifications, and other documentation
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