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Software License Transfer Agreement

Software License Transfer Agreement Template for Singapore

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Key Requirements PROMPT example:

Software License Transfer Agreement

"I need a Software License Transfer Agreement to transfer our enterprise CRM software license to our newly formed subsidiary in Singapore, with the transfer to be completed by March 2025 and including ongoing maintenance support for 12 months."

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Document background
The Software License Transfer Agreement is used when an entity wishes to transfer its rights under a software license to another party in Singapore. This document is essential for businesses undergoing restructuring, M&A activities, or strategic realignment of software assets. It ensures compliance with Singapore's legal framework, particularly the Copyright Act 2021 and PDPA, while protecting both parties' interests. The agreement typically includes detailed provisions about the scope of transfer, warranties, payment terms, and any continuing obligations.
Suggested Sections

1. Parties: Identification of transferor and transferee with full legal details

2. Background: Context of the transfer and description of the software

3. Definitions: Key terms used throughout the agreement

4. License Transfer Terms: Specific terms of the transfer including scope and effective date

5. Warranties and Representations: Guarantees regarding ownership and right to transfer

6. Payment Terms: Transfer price and payment conditions

7. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Source Code Access: Terms for source code access if included in transfer - use when source code is part of the transfer

2. Maintenance and Support: Ongoing support obligations if any - include when support services are part of the agreement

3. Data Protection: PDPA compliance provisions - required when personal data is involved in the software or transfer

4. Export Control: Export compliance provisions - necessary for international transfers or when software has export restrictions

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical description of the software including specifications and functionality

2. Schedule 2 - License Terms: Original license terms being transferred including all rights and restrictions

3. Schedule 3 - Documentation: List of all documentation included in transfer including user manuals and technical documentation

4. Schedule 4 - Payment Schedule: Detailed breakdown of payment terms and installments if applicable

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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Industries

Copyright Act 2021: Primary legislation governing software protection as literary work, rights of copyright owners, transfer of copyright provisions, and license assignment rules

Patents Act: Legislation covering software-related patents, transfer of patent rights, and licensing provisions if the software includes patentable components

Contract Act (Cap. 53): Fundamental contract law legislation governing contract formation, consideration requirements, and general contractual principles under Singapore law

Personal Data Protection Act 2012: Legislation governing personal data protection, including data transfer obligations and cross-border data flow requirements if the software processes personal data

Computer Misuse Act: Legislation addressing computer security considerations and unauthorized access provisions that may need to be referenced in the software license agreement

Competition Act: Legislation governing anti-competitive practices and market dominance considerations that may affect license transfer terms

Goods and Services Tax Act: Tax legislation relevant to license transfer transactions, including GST registration requirements and tax implications

Electronic Transactions Act: Legislation governing electronic execution of agreements, digital signatures, and electronic records if the agreement is executed electronically

Export Control Regulations: Regulations governing the export of software and technology that may apply to cross-border license transfers

International IP Treaties: International agreements and treaties relating to intellectual property rights that Singapore is party to and may affect the license transfer

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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