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Software Transfer Agreement
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the agreement, relationship between parties, and purpose of the software transfer
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and legal concepts
4. Subject Matter of Transfer: Detailed description of the software being transferred and scope of the transfer
5. Transfer Price and Payment Terms: Financial terms including transfer price, payment schedule, and any adjustments
6. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance criteria
7. Intellectual Property Rights: Transfer of IP rights, scope of rights transferred, and any retained rights
8. Warranties and Representations: Warranties regarding software ownership, functionality, and compliance with laws
9. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data protection obligations
12. Term and Termination: Duration of ongoing obligations and termination rights
13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical software
2. Transition Services: Optional section covering any transition or knowledge transfer services, needed if complex implementation is required
3. Maintenance and Support: Optional ongoing maintenance and support obligations, if continued support is part of the arrangement
4. Training: Optional provisions for training services, recommended for complex software systems
5. Third Party Rights: Optional section addressing third-party software components and licenses, needed if third-party software is included
6. Export Control: Optional section for international transfers subject to export control regulations
7. Security Requirements: Optional detailed security obligations, recommended for software handling sensitive data
8. Competition Compliance: Optional provisions ensuring compliance with competition laws, needed for transfers with market impact
1. Software Description: Detailed technical description of the software, including components, features, and specifications
2. Intellectual Property Register: List of all IP rights being transferred, including registrations and applications
3. Technical Requirements: Specific technical requirements for installation and operation
4. Acceptance Testing Procedures: Detailed procedures and criteria for acceptance testing
5. Third Party Licenses: List and copies of relevant third-party licenses
6. Service Levels: Performance metrics and service levels if ongoing support is included
7. Transfer Price Calculation: Detailed breakdown of the transfer price and payment schedule
8. Data Processing Agreement: GDPR-compliant data processing terms if personal data is processed
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