This agreement basically states that, for money received, the Buyer owns the Software outright and can do whatever he wants with it.
Seller guarantees:
- to have transferred to Buyer complete and exclusive rights. Buyer is free to use, modify, resell and distribute the Software in any way, at Buyer’s sole discretion.
- the Software is free and clear of all liens, licenses or rights of any third party.
- the Software does not infringe any copyright or trade secret of any third party.
- to cooperate with the Buyer in transferring ownership rights to the Software to Buyer as needed.
- to indemnify Buyer against a claim arising out of the Buyer’s use of the Software. Seller will pay any damages and costs assessed against Buyer.
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SOFTWARE
PURCHASE AGREEMENT
This Software Purchase Agreement
(the "Agreement") is made this ___ day of ________________, 2017 (the
"Effective Date"), by and between _______________________________________ (the
"Seller"), and _______________________________________ (the "Buyer").
RECITALS
A. Seller owns all
right, title, and interest in and to that certain software identified as “___________” (the "Software");
B. Seller desires to
sell, assign, grant, convey, and transfer the Software to Buyer, and Buyer
desires to buy and acquire all rights to the Software, in accordance with the
terms and conditions of this agreement;
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer, intending to be legally bound, hereby agree as
follows:
1. SUBJECT MATTER
Software means, collectively, the full version of “____________” delivered
to Buyer in source code and object code forms. The Software is ____________________[short description]_____.
2. CONVEYANCE OF RIGHTS
Seller hereby transfers, grants, conveys, assigns, and
relinquishes exclusively to Buyer all of Seller's right, title, and interest in
and to both the tangible and the intangible property constituting the Software,
in perpetuity (or for the longest period of time otherwise permitted by law),
including the following:
(a) Title to and
possession of the media, devices, and documentation that constitute all copies
of the Software, its component parts, and all documentation relating thereto,
possessed or controlled by Seller.
(b) All copyright
interests owned or claimed by Seller pertaining to the Software.
3. TITLE
Seller represents and warrants that:
(a)
Seller has transferred to Buyer complete
and exclusive right, title, and interest in and to all tangible and intangible
property rights existing in the Software. Buyer is free to use, modify, resell and distribute the Software in any way, at Buyer’s sole discretion.
(b)
The Software is free and clear of all
liens, licenses, claims, encumbrances, or rights of any third party whatsoever.
(c)
The Software does not infringe any copyright
or trade secret of any third party.
(d)
The source code and system specifications
for the Software have been maintained in confidence.
(e)
All personnel, including agents,
consultants, and contractors, who have contributed to or participated in the
conception and development of the Software either (1) have been party to a
work-for-hire relationship with Seller that has accorded Seller full,
effective, and exclusive original ownership of all tangible and intangible
property arising with respect to the Software or (2) have executed appropriate
instruments of assignment in favor of Seller as assignee that have conveyed to Seller
full, effective, and exclusive ownership of all tangible and intangible
property thereby arising with respect to the Software.
(f)
There are no agreements or arrangements in
effect with respect to the marketing, distribution, licensing, or promotion of
the Software by any independent salesperson, distributor, sublicensor, or other
remarketer or sales organization.
4. FURTHER ASSURANCES
Seller shall execute and deliver such further conveyance
instruments and take such further actions as may be necessary or desirable to
evidence more fully the transfer of ownership of all of the Software to Buyer. Seller
therefore agrees:
(a)
To execute, acknowledge, and deliver any
affidavits or documents of assignment and conveyance regarding the Software.
(b)
To provide testimony in connection with
any proceeding affecting the right, title, or interest of Buyer in the Software.
(c)
To perform any other acts deemed necessary
to carry out the intent of this Agreement.
5. PAYMENT
(a)
Purchase
Price. The total Purchase Price for the Software is ________________ US
Dollars ($__________).
(b)
Taxes. The
amount payable to Seller by Buyer under this Section is inclusive of any
federal, state or local sales, use, or other taxes or fees which Seller may be
required to pay or collect upon the delivery of Software or upon collection of
the fee.
6. CONFIDENTIALITY
(a)
The parties agree to hold each other's
Confidential Information in confidence for a period of five (5) years following
the Effective Date of this Agreement. The parties agree, that unless required
by law, they shall not make each other's Confidential Information available in
any form to any third party or to use each other's Confidential Information for
any purpose other than the implementation of this Agreement. Each party agrees
to take all reasonable steps to ensure that Confidential Information is not
disclosed or distributed by its employees or agents in violation of the terms
of this Agreement.
(b)
A party's "Confidential
Information" shall not include information that: (a) is or becomes a part
of the public domain through no act or omission of the other party; (b) was in
the other party's lawful possession prior to the disclosure and had not been
obtained by the other party either directly or indirectly from the disclosing
party; (c) is lawfully disclosed to the other party by a third party without
restriction on disclosure; (d) is independently developed by the other party;
or (e) is required to be disclosed by any judicial or governmental requirement
or order (provided that Recipient timely advises the disclosing party of the
governmental demand for disclosure).
7. ACKNOWLEDGMENT OF RIGHTS
In furtherance of this Agreement, Seller hereby acknowledges that,
from and after the Effective Date of this Agreement, Buyer has acceded to all
of Seller's right, title, and standing to:
(a)
Receive all rights and benefits pertaining
to the Software and the Agreements.
(b)
Institute and prosecute all suits and
proceedings and take all actions that Buyer, in its sole discretion, may deem
necessary or proper to collect, assert, or enforce any claim, right, or title
of any kind in and to any and all of the Software.
(c)
Defend and compromise any and all such
action, suits, or proceedings relating to such transferred and assigned rights,
title, interest, and benefits, and perform all other such acts in relation
thereto as Buyer, in its sole discretion, deems advisable.
8. INDEMNITY
Seller will defend, at its sole expense, any claim, suit or
proceeding brought against Buyer which is based upon a claim arising out of the
Buyer’s use of the Software. Seller will pay any damages and costs assessed
against Buyer (or payable by Buyer pursuant to a settlement agreement) in
connection with the proceeding.
9. MISCELLANEOUS
(a)
Binding Effect. This Agreement shall inure
to the benefit of, and be binding upon, the parties hereto, together with their
respective legal representatives, successors, and assigns.
(b)
Governing Law and Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of _______________, without
regard to its conflict of law principles that would result in application of
any other law. Any claim arising out of or related to this Agreement shall
be resolved by binding arbitration conducted in [County, State], by the American Arbitration
Association (the “AAA”) under its Commercial Arbitration Rules. Any court with
jurisdiction over the parties may enforce the arbitrator’s award. PARTIES
UNDERSTAND THAT THIS CLAUSE MEANS THEY WAIVE THEIR RIGHT TO SUE IN COURT AND
HAVE A JURY TRIAL.
(c)
Entirety and Amendment. This Agreement
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements, any representations or communications. The terms of
this Agreement may not be amended except by a writing executed by both parties.
WHEREAS, the parties
have executed this Agreement as of the Effective Date first written above.
BUYER SELLER
By _____________________________ By
_____________________________
Name/Title: ____________________ Name/Title:
____________________
Date ___________________________ Date
___________________________
