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Software Agreement Document Package |
Redacted Document Package |
| This agreement is a sample of a document contained in our Software Agreement Document Package. Omitted portions are included in the fully licensed version. Documents are provided in Word and in Rich Text Format (RTF). All documents are conveniently accessed through an E-Book indexing system. |
ASSIGNMENT OF ALL RIGHTS
IN COMPUTER SOFTWARE
THIS ASSIGNMENT OF ALL
RIGHTS IN COMPUTER SOFTWARE (this "Agreement") is made and entered on
this _____ day of __________________, 200__ by and between
___________________________ (hereinafter "Software Owner"), and
_____________________________(hereinafter "Software Buyer").
RECITALS
A.
Software
Owner represents and warrants that is has full and complete ownership of all
right, title, and interest in and to certain computer software programs
commonly known as _________________________ and which are described in more
detail in Exhibit “A” attached hereto (hereinafter referred to as the
“Purchased Software”), including but not limited to all Copyrights, Trademarks,
Tradenames, Service Marks, Patents, and other proprietary rights associated
with such Purchased Software.
B.
Software
Owner has marketed the Purchased Software to the general public pursuant to the
terms of standard form end user software licenses, in form attached hereto as
Exhibit “B” (“End User License”).
C.
Attached
hereto as Exhibit “C” is a list of all third parties to which Software Owner
has licensed the right to use the Purchased Softwa[Portions
Omitted - included In fully Licensed Version]
of the End User License, together with the identifying company name, address
and telephone number of each such licensee.
D.
Software
Buyer wished to purchase from the Software Owner, all right, title and interest
in and to the P[Portions
Omitted - included In fully Licensed Version]
all obligations under the End User Licenses.
E.
Software
Owner wishes to sell the Purchased Software to the Software Buyer and convey
and assign the [Portions
Omitted - included In fully Licensed Version]
in accordance with the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to the following terms and conditions relative
to the sale and purchase of the Purchased Software.
ARTICLE I
PURCHASE AND SALE
1.1
Conveyance
of Rights. Software Owner hereby transfers and conveys
to the Software Buyer, for the Purchase Price described herein, and subject
to the terms and conditions set [Portions
Omitted - included In fully Licensed Version]f
the Software Owner’s right, title and interest in and to the Purchased Software,
in perpetuity, exclusive to the rights of any other party, i[Portions
Omitted - included In fully Licensed Version]and
all copyrights and rights to copyright the Purchased Software, all of the
exclusive rights of the owner of a copyright under the United States Copyright
Act, and all trademarks and tradenames used in connection with such P[Portions
Omitted - included In fully Licensed Version]
but not limited to the name _______________.
1.2
The
rights transferred and conveyed to the Software Buyer hereunder shall include,
but shall not be limited to the following:
1.2.1
The
Copyright and right to Copyright the Purchased Software and all components
and functions there[Portions
Omitted - included In fully Licensed Version]not
limited to the rights under the Copyright Registered with the United States
Copyright Office as Registration Number ______, the original certificate of
registration to be delivered to the Software Buyer.
1.2.2
Any
and all international copyrights or the right to claim copyright protection
under all international laws, [Portions
Omitted - included In fully Licensed Version]
and the right to claim copyright protection under the laws of every country
and jurisdiction in the world to the extent available.
1.2.3
Right,
title and ownership in and to all media containing copies of the Purchased
Program, including but no[Portions
Omitted - included In fully Licensed Version]
and all other media contained copies of the Purchased Software.
1.2.4
All
right, title and interest in and to all documentation, tutorials, instructions,
help [Portions
Omitted - included In fully Licensed Version]
and items relative to the Purchased Software, and all proprietary rights,
including Copyrights and other rights related thereto.
1.2.5
All
right, title and interest of the Software Owner to all modifications, enhancements,
improvements, [Portions
Omitted - included In fully Licensed Version]
in whole or in part upon the Purchased Software.
1.2.6
All
right, title, and interest of the Software Owner in, to and under all license,
[Portions
Omitted - included In fully Licensed Version]cuments
to which the Software Owner is a party or third party beneficiary which pertain,
directly or indirectly, to the Purchased Software.
1.2.7
All
rights to enter into license agreements with parties who may currently be using
“shareware” versions of the Purchased Software.
1.2.8
All
customer lists, shareware user lists and other documentation relative to the
Purchased Software.
ARTICLE II
SHAREWARE SOURCES
2.1
Upon
execution hereof, Software Owner shall deliver to the Software Buyer, a complete
and accurate l[Portions
Omitted - included In fully Licensed Version]hich
the Purchased Software has been included as Shareware and/or Demonstration
Versions.
2.2
Upon
execution hereof, Software Owner shall deliver to Software Buyer a complete
and accurate listing of all [Portions
Omitted - included In fully Licensed Version]ession
regarding software users who have downloaded the Purchased Software as Shareware
or Demonstration Versions from the Internet [Portions
Omitted - included In fully Licensed Version]
Software is available for download as Shareware.
2.3
The
Software Buyer shall have the right to any and all revenues arising from the
licensing of the Purchased S[Portions
Omitted - included In fully Licensed Version]rom
all shareware sources.
2.4
The
Software Seller represents and warrants to the software buyer that it has
never o[Portions
Omitted - included In fully Licensed Version]
as “freeware” through any source.
ARTICLE III
DELIVERY OF MEDIA AND DOCUMENTATION
Upon execution of this
Agreement, Software Owner shall deliver and convey to the Software Buyer (i)
all media cont[Portions
Omitted - included In fully Licensed Version]rchased Software in any form, (ii) all media containing [Portions
Omitted - included In fully Licensed Version]of the Purchased Software, (iii) three (3) master copies of the [Portions
Omitted - included In fully Licensed Version] master copies shall include both the source code and object code
forms of the Purchased Software, (iv) all d[Portions
Omitted - included In fully Licensed Version], and other documentation described in this Agreement, (v) all customer
lists, [Portions
Omitted - included In fully Licensed Version] listings required by the terms of this Agreement, (vi) original
Certificates of Registration of all aspects of the Purchased Software and
other rights conveyed hereunder, (vii) an originally executed[Portions
Omitted - included In fully Licensed Version]onveyed hereunder, (viii) all other reports and documents pertain
to the Purchased Software, including but not limited to error reported, virus
reports, customer complaints, customer enhancement and improvement, e[Portions
Omitted - included In fully Licensed Version] internal memorandum, and related correspondence.
ARTICLE IV
SOFTWARE OWNER REPRESENTATIONS AND
WARRANTIES
Software Owner makes the following
representations and warranties to the Software Buyer as material inducements
for the Software B[Portions
Omitted - included In fully Licensed Version]nsaction and to purchase the Purchased
Software. All such representations
and warranties shall survive the conveyance of the Purchased Software.
4.1
Software
Owner has the exclusive rights in and to the Purchased Software, including
all tangible and intangible property rights to all components of the Purchased
Software and other items co[Portions
Omitted - included In fully Licensed Version]
patents, copyrights trademarks, trade secrets or other proprietary rights
of any other party.
4.2
Software
Owner (or bona fide employees) performed all work related to the development
of the Purchased[Portions
Omitted - included In fully Licensed Version]thor”
of the Purchased Software as that term is defined under the United States
Copyright Act.
4.3
The
Purchased Software is free and clear of all liens, encumbrances, claims, suits,
lis pendens, equities, suits, attachments, or any other right or claim of any
third party.
4.4
The
Purchased Software is fully eligible for protection under the United States
Copyright Act as an o[Portions
Omitted - included In fully Licensed Version]
and upon consummation of the conveyance described herein all such rights will
be conveyed unconditionally and in perpetuity to the Software Buyer.
4.5
From
and after the date hereof, Software Owner shall not disclose and shall take
all affirmative actions necessary to protect against the disclosure or use
(use by any third party or by the Software Owner)[Portions
Omitted - included In fully Licensed Version]related
to the development of the Purchased Software. Software Owner acknowledges and agrees that all such information
[Portions
Omitted - included In fully Licensed Version]hase
Software and that the release, disclosure or use of such information would
have an adverse affect on the ability of the Software buyer to use and [Portions
Omitted - included In fully Licensed Version]. As such, such information shall be considered
a “trade secret” of the Software Buyer.
4.6
All
source code and other systems specifications have been protected as trade
secrets and have not been d[Portions
Omitted - included In fully Licensed Version]. All employees who have had access to any of
the same are bound to enforceable confidentiality agreements.
4.7
Appropriate
copyright notices [Portions
Omitted - included In fully Licensed Version]
of the Purchased Software.
4.8
Any
and all independent contractors who have contributed any aspect of the development
[Portions
Omitted - included In fully Licensed Version]
and conveyed all of their rights in and to any aspect of the Purchased Software
to the Software Owner so that upon conveyance hereunder to the Softw[Portions
Omitted - included In fully Licensed Version]
have full and unrestricted title and right to all aspects of the Purchased
Software and will not be subject to any claims from any s[Portions
Omitted - included In fully Licensed Version]or
any other party.
4.9
Software
Owner has not entered into any remarketer agreements, distributions agreements
or licenses, or a[Portions
Omitted - included In fully Licensed Version]
or gives and right to any other party or places any obligation on the Software
Owner regarding the marketing, sale or advertising of the Purchased Software.
ARTICLE V
LICENSE AGREEMENTS
5.1
Software
Owner represents and warrants to the Software Purchaser that it has not granted
or licensed any [Portions
Omitted - included In fully Licensed Version]
party except for those parties ho have licensed the use of the Purchased Software
pursuant to the End-User License, which parties are completely listed in Exhibit
“B” attached hereto.
5.2
Software
Owner represents and warrants to the Software Purchaser that a valid and enforceable
End-User License is in full force and effect with each of the end users listed
in Exhibit “B” attached [Portions
Omitted - included In fully Licensed Version]
End-User License attached hereto as Exhibit “A” has been used in connection
with the license of any rights to use the Purchased Software. Such End-User Licenses have [Portions
Omitted - included In fully Licensed Version]
or modified in any way from the form attached hereto as Exhibit “A”.
5.3
Neither
Software Owner nor any other party to and End-User License is in default under
their obligations under such license.
5.4
Software
Owner represents and warrants that there are no services required to be rendered
in connection with any End-[Portions
Omitted - included In fully Licensed Version],
modifications, customer support or any other service and Software Owner indemnifies
and holds Software buyer harmless from and against any and all costs associated
with the same.
5.5
Software
Owner represents and warrants that each end-User License is fully assignable
to the Software Purchaser[Portions
Omitted - included In fully Licensed Version]of
receiving any consent or approval from the end user or any other party.
5.6
All
End-User Licenses are hereby transferred and conveyed to the Software Buyer.
Except as specifically provided herein, Software Buyer [Portions
Omitted - included In fully Licensed Version]etains
responsibility for all matters which accrued prior to the date of this Agreement.
5.7
Software
Owner shall retain any and all amount paid to the Software Owner relative
to the End-User Licenses [Portions
Omitted - included In fully Licensed Version]of
this Agreement. Software Buyer shall retain all revenues received
relative to the End-User Licenses on or after the date of this Agreement.
5.8
Software
Owner shall be obligated to notify all end users listed on Exhibit “B” hereto
that Software Owner has [Portions
Omitted - included In fully Licensed Version]
Software to the Software Buyer. Such notification shall include be in form
reasonably satisfactory in form and content to the Software Buyer. Such not[Portions
Omitted - included In fully Licensed Version]ted
within ten (10) days of the date hereof.
Any subsequent communication with respect to the Purchased Software
shall be directed to the Software Buyer.
ARTICLE VI
DOCUMENTS OF CONVEYANCE AND FURTHER
ACTS
6.1
Software
Owner shall have an ongoing obligation following the date of this Agreement
to execute any documents of conveyance and to take all further actions reasonably
required by the Software Buyer[Portions
Omitted - included In fully Licensed Version]
and to record said assignments with all applicable governmental offices and
confirm the Software Buyer’s ownership to any third party.
6.2
The
requirement to execute further documents and take further actions shall include,
but shall not be limited to (i) execution, acknowledgements and delivery of
affidavits, assignments, deeds, bills[Portions
Omitted - included In fully Licensed Version],
(ii) providing depositions and court testimony confirming ownership and conveyance,
(iii) executing ce[Portions
Omitted - included In fully Licensed Version],
and (iv) such other [Portions
Omitted - included In fully Licensed Version]
are reasonably requested by the Software Buyer.
ARTICLE VII
LIMITATIONS ON WARRANTIES
7.1
Software
Owner represents and warrants, in addition to the other representations and
warranties containing in this Agreement, that the Purchased Software functions
in full conformance with the Software Specifi[Portions
Omitted - included In fully Licensed Version]
the Software Buyer in all material respects.
Software Owner shall be responsible to the Software Buyer for all costs
and [Portions
Omitted - included In fully Licensed Version]
that are necessary to cause the Purchased Software to function to specification
as a whole or in connection with any End-User.
7.2
Except
as otherwise specifically warranted in this Agreement, SOFTWARE OWNER DISCLAIMS
ALL OTHER WARRANTIES OF ANY KIND, [Portions
Omitted - included In fully Licensed Version]LIMITED
TO ANY WARRANTY OF [Portions
Omitted - included In fully Licensed Version]
A PARTICULAR PURPOSE.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1
Notices. Any notification
or written communication required by or contemplated under the terms of this
Agreement shall be in writing and shall deemed to be delivered if transmitted
via Email at the Email addresses li[Portions
Omitted - included In fully Licensed Version]riting and sent by
United States Mail, Certified Mail, Return Receipt Requested and shall be
deemed to have been delivered five (5) business days after the date of mailing.
Addresses and Email addresses for such notices shall be:
If
To Software Buyer: _____________________________________________
If
To Software Owner: ______________________________________________
8.2
No Assignment.
Neither this Agreement nor any right, interest, duty or obligation hereunder
may be assigned by the parties heret[Portions
Omitted - included In fully Licensed Version]
the transfer of the Purchased Software and shall be for the benefit of any
subsequent assignee or purchaser of the Purchased Software from the Software
Buyer.
8.3
In interpreting the terms
of this Agreement, the parties agree that the laws of the State of ___________
shall be applicable. All suits permitted to be brought in any court shall be
venued in __________ County, State of ____________.
8.4
This Agreement contains the entire agreement and understanding
of the parties with respect to the subject matter hereof and supercedes and
replaces all prior discussions, agreements, proposals, understandings, whether
orally or in writing, between the parties related to the subject matt[Portions
Omitted - included In fully Licensed Version] agreement that is duly executed by authorized representatives
of the parties. If any provisions hereof is deemed to be illegal or unenforceable
by a court of competent jurisdiction, the enforceability of effectiveness
of the remainder of the Agreement shall not be effected and this Agreement
shall be enforceable without reference to the unenforceable provision. No
party’s waiver of any breach or accommodation to the other party shall be
deemed to be a waiver of any subsequent breach.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth first above, with full knowledge of its content and significance and
intending to be legally bound by the terms hereof.