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Software Ownership Transfer Agreement

Software Ownership Transfer Agreement Template for Philippines

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Key Requirements PROMPT example:

Software Ownership Transfer Agreement

"I need a Software Ownership Transfer Agreement for transferring my financial management software application to a large corporation, with the deal closing planned for March 2025 and including a 3-month transition period for knowledge transfer and technical support."

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Document background
The Software Ownership Transfer Agreement is essential when companies or individuals wish to permanently transfer all rights, title, and interest in software to another party under Philippine law. This document is commonly used in business acquisitions, software company sales, or when independent developers sell their software products to larger organizations. It must comply with the Philippine Intellectual Property Code (Republic Act No. 8293) and the Technology Transfer Act of 2009 (Republic Act No. 10055), among other relevant legislation. The agreement covers critical aspects such as IP rights transfer, warranties of ownership, technical documentation handover, and transition support. It's particularly important in ensuring clean title to software assets and protecting both transferor and transferee interests in the Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the transferor (current owner) and transferee (new owner), including complete legal names and addresses

2. Background: Context of the agreement, including current ownership status and reason for transfer

3. Definitions: Definitions of technical terms, software components, and legal terminology used in the agreement

4. Subject Matter of Transfer: Detailed description of the software and all associated intellectual property rights being transferred

5. Transfer of Ownership: Terms and conditions of the transfer, including effective date and scope of rights being transferred

6. Consideration: Payment terms, amount, and method of payment for the transfer

7. Representations and Warranties: Warranties regarding ownership, non-infringement, and software functionality

8. Delivery and Implementation: Process and timeline for transferring software, source code, and related materials

9. Intellectual Property Rights: Specific provisions regarding the transfer of IP rights under Philippine law

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Transition Services: Terms for providing transition support and knowledge transfer (include if ongoing support is needed)

2. Third-Party Components: Details of any third-party software components and associated licenses (include if relevant)

3. Data Protection: Specific provisions regarding personal data processing (include if software processes personal data)

4. Employee Transfer: Terms for transferring development team members (include if staff transfer is part of the deal)

5. Maintenance Period: Terms for ongoing maintenance support (include if post-transfer maintenance is agreed)

6. Export Control: Compliance with export control regulations (include for international transfers)

7. Tax Provisions: Specific tax-related provisions and obligations (include for high-value transfers)

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical description of the software, including all components and versions

2. Schedule 2 - Intellectual Property Register: List of all IP rights being transferred, including registrations and applications

3. Schedule 3 - Technical Documentation: List of all technical documentation being transferred

4. Schedule 4 - Third-Party Licenses: Details of all third-party licenses and dependencies

5. Schedule 5 - Transition Plan: Detailed plan for implementing the transfer

6. Appendix A - Source Code Inventory: Detailed inventory of all source code files and repositories

7. Appendix B - Known Issues and Limitations: List of known software issues, bugs, and limitations

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


















































Clauses









































Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Manufacturing

Telecommunications

Education Technology

Gaming and Entertainment

Business Services

Professional Services

Digital Media

Relevant Teams

Legal

Information Technology

Software Development

Intellectual Property

Compliance

Corporate Development

Operations

Business Development

Risk Management

Research and Development

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IP Rights Attorney

Chief Executive Officer

Chief Information Officer

Software Engineer

Technical Director

Contracts Manager

Intellectual Property Manager

Business Development Director

Technology Transfer Officer

Corporate Lawyer

Software Architect

IT Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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