¶¶Òõ¶ÌÊÓÆµ

Software Assignment Agreement for the United States

Software Assignment Agreement Template for United States

A Software Assignment Agreement is a legal document used in the United States that formally transfers ownership of software intellectual property rights from one party (assignor) to another (assignee). The agreement covers all aspects of the software, including source code, object code, documentation, and associated intellectual property rights. It ensures compliance with U.S. copyright law and provides proper documentation of the transfer of ownership, including warranties, representations, and any ongoing obligations between the parties.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Software Assignment Agreement

Let ¶¶Òõ¶ÌÊÓÆµ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Software Assignment Agreement?

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.

What sections should be included in a Software Assignment Agreement?

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

What sections are optional to include in a Software Assignment Agreement?

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

What schedules should be included in a Software Assignment Agreement?

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

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

United States

Cost

Free to use
Clauses





























Industries

Copyright Act: 17 U.S.C. ยง 101 et seq. - Federal legislation governing copyright protection, essential for software ownership and transfer rights

Patent Act: 35 U.S.C. - Federal law governing patent rights, relevant for any patentable aspects of the software

Defend Trade Secrets Act: 2016 federal law providing uniform trade secret protection, crucial for protecting proprietary software components

State Contract Laws: State-specific legislation governing contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized state laws governing commercial transactions, including software sales and licensing

Work for Hire Doctrine: Legal framework determining ownership of works created during employment, crucial for software developed by employees

State Employment Laws: State-specific regulations governing employment relationships and intellectual property rights in employment context

Computer Fraud and Abuse Act: Federal law addressing computer-related fraud and unauthorized access, relevant for software security provisions

State Data Protection Laws: State-specific regulations governing data privacy and security requirements in software

Federal Acquisition Regulation: Federal regulations governing government contracts, applicable if software assignment involves government entities

Export Control Regulations: Federal laws governing international transfer of technology and software

State Technology Laws: State-specific regulations governing technology transactions and software 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

Find the exact document you need

Assignment Of Real Estate Contract And Sale Agreement

A U.S. legal document that transfers rights and obligations under a real estate contract from one party to another.

find out more

Agreement To Assignment

A U.S. legal document formalizing the transfer of rights, obligations, or property from one party to another, governed by state and federal laws.

find out more

Assignable Purchase Contract

A U.S.-governed contract establishing purchase terms with the right to assign the contract to third parties.

find out more

Assignment Of Real Estate Purchase Contract

A U.S. legal document that transfers a buyer's rights and obligations in a real estate purchase contract to another party.

find out more

Assignment Of Lease From Seller To Buyer Form

A U.S. legal document that transfers lease rights and obligations from an existing tenant to a new tenant.

find out more

Assignment Of Property Contract

A U.S. legal document that transfers property ownership rights from one party to another, subject to federal and state property laws.

find out more

Assignment Of Contract Of Purchase And Sale

A U.S. legal document that transfers a buyer's rights and obligations under a purchase and sale agreement to another party.

find out more

Wholesaling Real Estate Contracts

A U.S.-governed contract template for real estate wholesaling transactions, enabling property purchase with assignment rights to end buyers while ensuring legal compliance.

find out more

Assignment Of Purchaser's Interest In Land Contract

A U.S. legal document that transfers a purchaser's rights and obligations under a land contract to a new buyer.

find out more

Assignment Assumption Agreement

A U.S. legal document that transfers contractual rights and obligations from one party to another, ensuring proper assumption of responsibilities and benefits.

find out more

Assignment Of Lease By Tenant

A U.S. legal document that transfers a tenant's lease rights and obligations to a new tenant, subject to landlord approval.

find out more

Addendum Assignment Contract

A U.S.-governed legal document that transfers contractual rights and obligations from one party to another.

find out more

Assignment Of Judgment Agreement

A U.S. legal document that transfers ownership rights of a court judgment from one party to another.

find out more

Assignment Of Construction Contract To Lender

A U.S. legal document transferring construction contract rights from a contractor to a lender as security for financing.

find out more

Assignment Of Leases And Rents

A U.S. security instrument that assigns property leases and rental income as loan collateral.

find out more

Assignment And Assumption Of Lease

A U.S. legal document that transfers a tenant's lease rights and obligations to a new tenant, subject to landlord approval and state property laws.

find out more

Assignment Fee Agreement

A U.S. legal document establishing terms for the transfer of rights from one party to another in exchange for a fee, governed by state contract laws.

find out more

Assignable Lease

A U.S.-governed lease agreement that permits the transfer of tenant rights and obligations to another party, subject to specified conditions.

find out more

Assignment And Amendment Agreement

A U.S. legal document that facilitates the transfer of contractual rights and obligations while simultaneously modifying terms of the original agreement.

find out more

Assignment And Assumption Of Contract

A U.S. legal document that transfers contractual rights and obligations from one party to another, subject to state contract laws.

find out more

Assignment And Assumption Agreement Asset Purchase

A U.S. legal document that transfers rights and obligations related to assets from one party to another, including terms of transfer and assumption of liabilities.

find out more

Assignment Of Lease To New Owner

A U.S. legal document that transfers existing lease rights and obligations from a current property owner to a new owner.

find out more

Assignment Of Lease By Lessor

A U.S. legal document transferring a lessor's rights and obligations under an existing lease to a new lessor while maintaining original lease terms.

find out more

Assignment Of Contract Of Sale

A U.S. legal document that transfers rights and obligations under a sales contract from one party to another.

find out more

Assignment Of Asset Purchase Agreement

A U.S. legal document that transfers rights and obligations under an existing Asset Purchase Agreement from one party to another.

find out more

Assignable Option Agreement

A U.S. legal agreement granting transferable rights to execute a future transaction or acquire assets within a specified timeframe.

find out more

Assignment Of Lease Contract

A U.S. legal document transferring lease rights and obligations from one party to another, subject to state and federal property laws.

find out more

Assignment Of Intellectual Property Rights Agreement

A U.S.-governed agreement that transfers ownership of intellectual property rights from one party to another.

find out more

Assignment Of Equipment Lease

A U.S. legal document that transfers rights and obligations under an existing equipment lease from one party to another.

find out more

Assignment Of Agreement Addendum

A U.S. legal document that transfers rights or obligations under an existing agreement from one party to another.

find out more

Assignment Of Purchase Order

A U.S. legal document that transfers rights and obligations under an existing purchase order from one party to another, governed by state law and the UCC.

find out more

Assignment Assumption And Amendment Agreement

A U.S.-governed agreement that facilitates the transfer of contractual rights and obligations while modifying the original agreement's terms.

find out more

Agreement To Assign Contract For Sale And Purchase

A U.S. legal agreement that transfers rights and obligations under an existing sales contract from one party to another.

find out more

Assignment Of Liabilities Agreement

A U.S. legal document that transfers specified financial obligations or debts from one party to another, governed by federal and state contract laws.

find out more

Assignment Of Lease By Landlord

A U.S. legal document that transfers a landlord's rights and obligations under an existing lease to a new landlord.

find out more

Assignment Of Option Agreement

A U.S. legal document that transfers rights and obligations under an existing option agreement from one party to another.

find out more

Assignment Of Purchase And Sale Agreement

A U.S. legal document that transfers a buyer's rights and obligations under a purchase and sale agreement to another party.

find out more

Assignment Of Patent Rights Agreement

A US-law governed agreement that transfers ownership rights in patents from one party to another, complying with USPTO requirements.

find out more

Assignment Of Franchise Agreement

A U.S. legal document that transfers franchise rights and obligations from one franchisee to another, subject to federal and state franchise regulations.

find out more

Assignment Of Receivables Agreement

A U.S.-governed agreement that transfers accounts receivable from one party to another, typically used in business financing transactions.

find out more
See more related templates

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it