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Software License Transfer Agreement

Software License Transfer Agreement Template for Nigeria

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Key Requirements PROMPT example:

Software License Transfer Agreement

"I need a Software License Transfer Agreement for transferring our enterprise resource planning software license from our Nigerian subsidiary to our parent company in Lagos, with the transfer to be completed by March 2025 and including ongoing maintenance support provisions."

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Document background
The Software License Transfer Agreement is a critical legal instrument used when an entity needs to transfer its software license rights to another party in Nigeria. This document is essential in scenarios such as corporate restructuring, business acquisitions, or strategic reallocation of software assets. The agreement must comply with Nigerian legislation, including the Copyright Act, NITDA regulations, and relevant cybersecurity laws. It typically includes detailed provisions about the software, scope of transfer, warranties, compliance requirements, and ongoing obligations. The document is particularly important in Nigeria's growing technology sector, where software transfers must be properly documented to ensure legal protection and regulatory compliance. This agreement helps prevent disputes by clearly defining the rights and obligations of all parties involved in the software license transfer.
Suggested Sections

1. Parties: Identification and details of the transferor and transferee

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Transfer: Detailed description of the software license being transferred

5. Transfer Terms: Specific terms and conditions of the license transfer

6. Consideration: Payment terms and financial considerations for the transfer

7. Representations and Warranties: Warranties regarding ownership, non-infringement, and authority to transfer

8. Intellectual Property Rights: Confirmation of IP rights transfer and any retained rights

9. Compliance with Laws: Obligations regarding regulatory compliance and necessary approvals

10. Liability and Indemnification: Allocation of risks and indemnification obligations

11. Confidentiality: Protection of confidential information related to the software and transfer

12. Term and Termination: Duration of agreement and circumstances for termination

13. Dispute Resolution: Procedures for handling disputes and applicable jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Third Party Software: Required when the software includes third-party components that need special handling

2. Data Protection: Required when the software processes personal data or is subject to NDPR

3. Source Code Escrow: Optional section for arrangements regarding source code access and protection

4. Training and Support: Required when the transfer includes ongoing support or training obligations

5. Migration Services: Required when the transfer includes data or system migration services

6. Export Control: Required for international transfers subject to export control regulations

7. Competition Compliance: Required when the transfer might have competition law implications

8. Insurance: Optional section specifying required insurance coverage by either party

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the software

2. License Terms: Original license terms being transferred

3. Intellectual Property Registry: List of all IP rights associated with the software

4. Transfer Price Breakdown: Detailed breakdown of the transfer consideration

5. Technical Requirements: Minimum system requirements and technical specifications

6. Service Level Agreement: Performance standards and metrics if support is included

7. Implementation Timeline: Schedule of transfer and implementation milestones

8. Required Consents: List of third-party consents required for the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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













































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Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Education

Government

Professional Services

Energy

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Risk Management

Information Security

Operations

Business Development

Software Asset Management

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Asset Manager

Procurement Manager

Compliance Officer

Contract Manager

Information Security Officer

Technology Transfer Manager

Business Development Manager

Chief Financial Officer

Risk Manager

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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