Sale of Software Agreement

Software Sale Agreement

Sale of Software Agreement

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 [Paragraph Omitted But Included In Fully Licensed Version].

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 Purcha [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.

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 forth in this [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    The Copyright and right to Copyright the Purchased Software and all components and functions thereof, [Paragraph Omitted But Included In Fully Licensed Version]

1.2.2    [Paragraph Omitted But Included In Fully Licensed Version]

1.2.3    Right, title and ownership in and to all media [Paragraph Omitted But Included In Fully Licensed Version]

1.2.4    All right, [Paragraph Omitted But Included In Fully Licensed Version]

1.2.5    All right, title and interest of the Software Owner to all modifications, enhancements, improvements, derivative works and other works based 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 [Paragraph Omitted But Included In Fully Licensed Version].

1.2.7    [Paragraph Omitted But Included In Fully Licensed Version]

1.2.8    [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

SHAREWARE SOURCES

2.1            [Paragraph Omitted But Included In Fully Licensed Version]

2.2            Upon execution hereof, Software Owner shall deliver to Software Buyer a complete and accurate listing [Paragraph Omitted But Included In Fully Licensed Version]

2.3            [Paragraph Omitted But Included In Fully Licensed Version]

2.4            [Paragraph Omitted But Included In Fully Licensed Version]

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 contain [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            Software Owner has the [Paragraph Omitted But Included In Fully Licensed Version]

4.2            [Paragraph Omitted But Included In Fully Licensed Version]

4.3            [Paragraph Omitted But Included In Fully Licensed Version]

4.4            The [Paragraph Omitted But Included In Fully Licensed Version]

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) of all [Paragraph Omitted But Included In Fully Licensed Version]

4.6            All source code and other systems specifications [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 have assigned and conveyed all of their rights in and to any [Paragraph Omitted But Included In Fully Licensed Version]

4.9            Software Owner has not entered into any remarketer agreements, distributions agreements or licenses, or any other agreements that licenses 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 rights to use the Purchased Software to any party except for those parties [Paragraph Omitted But Included In Fully Licensed Version]

5.2            Software Owner represents and warrants to the Software Purchaser that a valid and enforceable End-User License is [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 to be rendered in connection with any End-User License, including but not limited to and training, wa [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 [Paragraph Omitted But Included In Fully Licensed Version]

5.6            All End-User Licenses are hereby transferred and conveyed to the Software Buyer.  Except as specifically provided herein, Software Buyer assumes all [Paragraph Omitted But Included In Fully Licensed Version]

5.7            Software Owner shall retain any and all [Paragraph Omitted But Included In Fully Licensed Version]

5.8            [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 transfer ownership in all items being conveyed hereunder to the Software Buyer 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 of sale, confirmations, certificates and other documents, (ii) providing depositions and court testimony confirming ownership and conveyance, (iii) executing certificates to auditors, and (iv) such other actions that 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 Specifications that have been provided to the Software Buyer in all material respects.  Software Owner shall be responsible to the Software Buyer for all [Paragraph Omitted But Included In Fully Licensed Version]

7.2            Except as otherwise specifically warranted [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.