Software Assignment (A249)

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Who can use this Software Assignment|?

Any individuals or companies that agree to transfer ownership of software from one to the other

What is this Software Assignment for?

This software assignment contract is a short and formal contract recording the sale and transfer of ownership of the software.  It is similar to our own agreements for the assignment of patents and trademarks

What are the main issues?

The seller needs to satisfy the buyer that the seller not only owns the software, but also that no third parties have any rights or interests in it and nobody has brought a claim for infringement. Thus the agreement contains warranties from the seller the deal with these issues.

In addition, the seller will agree to sign further documents after the sale – e.g. to ensure that the software’s change of ownership can be properly registered.

The agreement needs to describe precisely what software is being transferred as well as dealing with price and payment.

What detailed terms does the Assignment contain?

The main points cover:

  • assignment (detailing the transfer of ownership and price)
  • further assurance (where the assignor or seller agrees to sign any other documents needed)
  • warranties (that the assignor is owner, there are no licenses or claims or third party rights)
  • severance ( if any term is unenforceable it will not undermine the agreement)
  • amendment (any change to be in writing)
  • governing law and jurisdiction (including service of process)

For more information on each of these sections, see our Explanatory Notes below which you will also receive when you download the document from our website.

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

Legal support

ContractStore supplies templates and is not a law firm.  But experienced lawyers write all our templates, so we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template. . For more information see our Legal Services page.  For more information see our Legal Services page.

Contract Author –  Sharon Benning-Prince

And if you want to contact us see our Contacts page.

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Explanatory Notes

This agreement is used where ownership of Software is sold or assigned (i.e. transferred) by one party to another party. To be fully effective, this should be in writing and signed by the assignor.

THE FORM OF THE AGREEMENT

DATE AND PARTIES

The full name of the Assignor and address should be given at the beginning.  If the Assignor is a company, then its full company name, its domicile, registered number and its registered office should be given.   The word “Assignor” should not be altered.

The full name of the Assignee and address should be given.  If the Assignee is a company, then its full company name, its domicile, registered number and its registered office should be given.   The word “Assignee” should not be altered.

 INTRODUCTION

This section states that the Assignor is the owner of the Software identified and described listed in the Schedule Further this section states that the Assignor will assign the Software upon the basis of the terms set out in the agreement.

 ASSIGNMENT

This clause contains the provisions confirming that the Assignor will assign the Software for the price agreed.  The price should be included in the agreement.  A nominal price of £10 could be inserted if, say, an individual is transferring ownership of software that he/she has developed to a company in which they have an interest.

Clause 1.2 confirms that the Assignor has full ownership in respect of the Software and that it has the right to transfer them and that the Software is not restricted by any charges, mortgages, or other encumbrances.

Clause 1.3 states that the assignment includes the right for the Assignee to take an action against third parties for any infringement of the Software even if the infringement took place before the date of the Agreement.

Clause 1.3.2 states that the Assignor will provide assistance in the event that the Assignee takes an action against any third parties.  If the Assignee pays the Assignor for costs incurred in respect of such assistance, then the wording in square brackets should be retained.

  1. FURTHER ASSURANCE

This provision confirms that the Assignor will do any other actions required to ensure that the Assignee becomes the owner of the Software.

  1. WARRANTIES

              Warranties are given by the Assignor that the Software are free from any encumbrances and third party rights and that it has all relevant documentation evidencing its ownership in relation to the Software.

  1. SEVERANCE

              If a court states that any clause in the agreement is unenforceable, then such clause will be struck out of the agreement but the rest of the agreement will remain in force.

  1. AMENDMENTS

Any amendments to the agreement can only be made if agreed in writing by both the Assignor and the Assignee.

  1. GOVERNING LAW

This clause is self-explanatory.

Clause 6.3 will only be needed if any of the parties are foreign companies.  In that case a process agent, situated in England, should be appointed so that claims, writs or other forms of notice can be served within England.

When signing, the words in italics are only needed if the party is not an individual.