This software assignment is for use when a software developer or owners sells or transfers the software.
This short, two page software assignment contains 6 clauses covering
- 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)
A Schedule is included, which should contain a detailed description of the software being sold.
This software assignment is similar to our agreements for assigning a patent, trademark or domain name.
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.
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.
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.
- 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.
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.
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.
Any amendments to the agreement can only be made if agreed in writing by both the Assignor and the Assignee.
- 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.