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ASSIGNMENT
OF SOFTWARE RIGHTS
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ASSIGNMENT OF RIGHTS
WITH RESERVATION OF SOME 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.
[Paragraph Omitted But Included In Fully
Licensed Version] D.
Software
Buyer wished to purchase from the Software Owner, all right, title and
interest in and to the Purchased Software and top assume 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 End User Licenses to the Software Buyer, all in
accordance with the terms and conditions set forth in this Agreement. F.
[Paragraph Omitted But Included In Fully
Licensed Version] 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 [Paragraph Omitted But Included In
Fully Licensed Version] 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
[Paragraph
Omitted But Included In Fully Licensed Version] 1.2.2
[Paragraph
Omitted But Included In Fully Licensed Version] 1.2.3
[Paragraph
Omitted But Included In Fully Licensed Version] 1.2.4
[Paragraph
Omitted But Included In Fully Licensed Version] 1.2.5
[Paragraph
Omitted But Included In Fully Licensed Version] 1.2.6
[Paragraph
Omitted But Included In Fully Licensed Version] 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. 1.3
License
Retained By Software Owner.
Software Owner shall retain, and Software Buyer hereby grants to the
Software Owner, [Paragraph Omitted But Included
In Fully Licensed Version] 1.4
Software
Owner shall not be permitted to offer for sale or license to the general
public any product that is substantially equivalent or similar to the
use that the end users have for the Purchased Software. ARTICLE II SHAREWARE SOURCES 2.1
Upon
execution hereof, Software Owner shall deliver to the Software Buyer,
a complete and accurate [Paragraph Omitted But
Included In Fully Licensed Version] 2.2
Upon
execution hereof, Software Owner shall deliver to Software Buyer a complete
and accurate [Paragraph Omitted But Included In
Fully Licensed Version] 2.3
The
Software Buyer shall have the right to any and all revenues arising
from the licensing of the Purchased Software arising from all shareware
sources. 2.4
The
Software Seller represents and warrants to the software buyer that it
has never offered [Paragraph Omitted But Included
In Fully Licensed Version] ARTICLE III DELIVERY OF MEDIA AND DOCUMENTATION 3.1
Upon
execution of this Agreement, Software Owner shall deliver and convey
to the Software Buyer (i) [Paragraph Omitted But
Included In Fully Licensed Version] 3.2
Software
Owner shall retain documentation and media reasonably necessary [Paragraph
Omitted But Included In Fully Licensed Version] 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 Buyer to enter into this transaction and to purchase
the Purchased Software. All
such representations and warranties shall survive the conveyance of
the Purchased Software. 4.1
[Paragraph
Omitted But Included In Fully Licensed Version] 4.2
[Paragraph
Omitted But Included In Fully Licensed Version] 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
[Paragraph
Omitted But Included In Fully Licensed Version] 4.5
[Paragraph
Omitted But Included In Fully Licensed Version] 4.6
[Paragraph
Omitted But Included In Fully Licensed Version] 4.7
Appropriate
copyright notices have been included on all publications of the Purchased
Software. 4.8
Any
and all independent contractors who have contributed any aspect of the
development of the Purchased Software [Paragraph
Omitted But Included In Fully Licensed Version] 4.9
Software
Owner has not entered into any [Paragraph Omitted
But Included In Fully Licensed Version] ARTICLE V LICENSE AGREEMENTS 5.1
Software
Owner represents and warrants to the Software Purchaser that it has
not granted or licensed any rights to use the Purchased Software to
any 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 [Paragraph Omitted But Included
In Fully Licensed Version] 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 [Paragraph
Omitted But Included In Fully Licensed Version] 5.5
Software
Owner represents and warrants that each end-User License is fully assignable
to the Software Purchaser without the requirement 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 assumes [Paragraph
Omitted But Included In Fully Licensed Version] 5.7
[Paragraph
Omitted But Included In Fully Licensed Version] 5.8
Software
Owner shall be obligated to notify all end users listed on Exhibit “B”
hereto that Software Owner has sold and [Paragraph
Omitted But Included In Fully Licensed Version] 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 to fully [Paragraph
Omitted But Included In Fully Licensed Version] 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 of sale, confirmations,
[Paragraph Omitted But Included In Fully Licensed
Version] 6.3
Software
Buyer shall have an ongoing obligation following the date of this Agreement
to execute and documents and take all further actions reasonably required
by the Software Owner to confirm and effectuate the [Paragraph
Omitted But Included In Fully Licensed Version] 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 Specifications that
have been provided to the Software Buyer in all material respects.
Software Owner [Paragraph Omitted But Included
In Fully Licensed Version] 7.2
[Paragraph
Omitted But Included In Fully Licensed Version] ARTICLE VIII MISCELLANEOUS PROVISIONS [Paragraph
Omitted But Included In Fully Licensed Version] 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.
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