[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-assignment-of-all-rights-in-computer-software-D752":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":182,"customdescription":6,"mdFm":183,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ASSIGNMENT OF ALL RIGHTS IN COMPUTER SOFTWARE This Assignment of All Rights in Computer Software (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Software Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SOFTWARE BUYER NAME] (the \"Software Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Software Owner represents and warrants that it has full and complete ownership of all right, title, and interest in and to certain computer software programs commonly known as [IDENTIFY] and which are described in more detail in Exhibit \"A\" attached hereto (hereinafter referred to as the \"Purchased Software\"), including but not limited to all Copyrights, Trademarks, Tradenames, Service Marks, Patents, and other proprietary rights associated with such Purchased Software. Software Owner has marketed the Purchased Software to the general public pursuant to the terms of standard form end user software licenses, in form attached hereto as Exhibit \"B\" (\"End User License\"). Attached hereto as Exhibit \"C\" is a list of all third parties to which Software Owner has licensed the right to use the Purchased Software pursuant to the terms of the End User License, together with the identifying [YOUR COMPANY NAME], address and telephone number of each such licensee. Software Buyer wished to purchase from the Software Owner, all right, title and interest in and to the Purchased Software and to assume all obligations under the End User Licenses. Software Owner wishes to sell the Purchased Software to the Software Buyer and convey and assign the End User Licenses to the Software Buyer, all in accordance with the terms and conditions set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions relative to the sale and purchase of the Purchased Software. PURCHASE AND SALE Software Owner hereby transfers and conveys to the Software Buyer, for the Purchase Price described herein, and subject to the terms and conditions set forth in this Agreement, all of the Software Owner's right, title and interest in and to the Purchased Software, in perpetuity, exclusive to the rights of any other party, including but not limited to any and all copyrights and rights to copyright the Purchased Software, all of the exclusive rights of the owner of a copyright under the [COUNTRY] Copyright Act, and all trademarks and tradenames used in connection with such Purchased Software, including but not limited to the name [NAME]. The rights transferred and conveyed to the Software Buyer hereunder shall include, but shall not be limited to the following: [DESCRIBE] The Copyright and right to Copyright the Purchased Software and all components and functions thereof, including but not limited to the rights under the Copyright Registered with the [COUNTRY] Copyright Office as [Registration Number], the original certificate of registration to be delivered to the Software Buyer. Any and all international copyrights or the right to claim copyright protection under all international laws, treaties and conventions and the right to claim copyright protection under the laws of every country and jurisdiction in the world to the extent available. Right, title and ownership in and to all media containing copies of the Purchased Program, including but not limited to CD's, floppy discs, and all other media contained copies of the Purchased Software. All right, title and interest in and to all documentation, tutorials, instructions, help guides and files, and all other documents and items relative to the Purchased Software, and all proprietary rights, including Copyrights and other rights related thereto. All right, title and interest of the Software Owner to all modifications, enhancements, improvements, derivative works and other works based in whole or in part upon the Purchased Software. All right, title, and interest of the Software Owner in, to and under all license, agreement, contracts, leases and other documents to which the Software Owner is a party or third-party beneficiary which pertain, directly or indirectly, to the Purchased Software. All rights to enter into license agreements with parties who may currently be using \"shareware\" versions of the Purchased Software. All customer lists, shareware user lists and other documentation relative to the Purchased Software. SHAREWARE SOURCES Upon execution hereof, Software Owner shall deliver to the Software Buyer, a complete and accurate listing of all websites, software packages, and other media in which the Purchased Software has been included as Shareware and/or Demonstration Versions. Upon execution hereof, Software Owner shall deliver to Software Buyer a complete and accurate listing of all information in its possession regarding software users who have downloaded the Purchased Software as Shareware or Demonstration Versions from the Internet sites on which the Purchased Software is available for download as Shareware. The Software Buyer shall have the right to any and all revenues arising from the licensing of the Purchased Software arising from all shareware sources. The Software Seller represents and warrants to the software buyer that it has never offered the Purchased Software as \"freeware\" through any source. DELIVERY OF MEDIA AND DOCUMENTATION Upon execution of this Agreement, Software Owner shall deliver and convey to the Software Buyer (i) all media containing copies of the Purchased Software in any form, (ii) all media containing object code formats of the Purchased Software, (iii) [NUMBER] master copies of the Purchased Software on CD, which master copies shall include both the source code and object code forms of the Purchased Software, (iv) all documentation, help files, and other documentation described in this Agreement, (v) all customer lists, shareware lists and other listings required by the terms of this Agreement, (vi) original Certificates of Registration of all aspects of the Purchased Software and other rights conveyed hereunder, (vii) an originally executed Assignment of Copyright, in form recordable in the office of the Registrar of Copyrights, pertaining to all copyrights to be conveyed hereunder, (viii) all other reports and documents pertain to the Purchased Software, including but not limited to error reported, virus reports, customer complaints, customer enhancement and improvement, enhancement plans, specifications, schematics, suggestions, internal memorandum, and related correspondence. SOFTWARE OWNER REPRESENTATIONS AND WARRANTIES Software Owner makes the following representations and warranties to the Software Buyer as material inducements for the Software Buyer to enter into this transaction and to purchase the Purchased Software. All such representations and warranties shall survive the conveyance of the Purchased Software. Software Owner has the exclusive rights in and to the Purchased Software, including all tangible and intangible property rights to all components of the Purchased Software and other items conveyed hereunder and the Purchased Software does not infringe upon or interfere with the patents, copyrights trademarks, trade secrets or other proprietary rights of any other party. Software Owner (or bona fide employees) performed all work related to the development of the Purchased Software and all other items conveyed hereunder, and as such, the Software Owner is the \"author\" of the Purchased Software as that term is defined under the [COUNTRY] Copyright Act.",null,"Assignment of All Rights in Computer Software","6",74,"doc","https://templates.business-in-a-box.com/imgs/1000px/assignment-of-all-rights-in-computer-software-D752.png","https://templates.business-in-a-box.com/imgs/250px/752.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#752.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","assignment all rights in computer software","Assignment of All Rights in Computer Software Template","https://templates.business-in-a-box.com/imgs/400px/752.png","https://templates.business-in-a-box.com/imgs/600px/752.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,133,149,167],{"label":40,"url":41,"thumb":42,"extension":10},"Assignment of Rights in Computer Software With Reservation","/template/assignment-of-rights-in-computer-software-with-reservation-D756","https://templates.business-in-a-box.com/imgs/250px/756.png",{"label":44,"url":45,"thumb":46,"extension":10},"Assignment of All Rights to Photograph","/template/assignment-of-all-rights-to-photograph-D753","https://templates.business-in-a-box.com/imgs/250px/753.png",{"label":48,"url":49,"thumb":50,"extension":10},"Assignment of Contributor Rights","/template/assignment-of-contributor-rights-D754","https://templates.business-in-a-box.com/imgs/250px/754.png",{"label":52,"url":53,"thumb":54,"extension":10},"Assignment of Intellectual Property Rights","/template/assignment-of-intellectual-property-rights-D5206","https://templates.business-in-a-box.com/imgs/250px/5206.png",{"label":56,"url":57,"thumb":58,"extension":10},"Copyright Assignment For Software","/template/copyright-assignment-for-software-D760","https://templates.business-in-a-box.com/imgs/250px/760.png",{"label":60,"url":61,"thumb":62,"extension":10},"Computer Use Policy","/template/computer-use-policy-D705","https://templates.business-in-a-box.com/imgs/250px/705.png",{"label":64,"url":65,"thumb":66,"extension":10},"Rights Agreement","/template/rights-agreement-D13037","https://templates.business-in-a-box.com/imgs/250px/13037.png",{"label":68,"url":69,"thumb":70,"extension":10},"Registration Rights Agreement","/template/registration-rights-agreement-D13280","https://templates.business-in-a-box.com/imgs/250px/13280.png",{"label":72,"url":73,"thumb":74,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":76,"url":77,"thumb":78,"extension":10},"Computer Lease Agreement","/template/computer-lease-agreement-D1138","https://templates.business-in-a-box.com/imgs/250px/1138.png",{"label":80,"url":81,"thumb":82,"extension":10},"Employee Proprietary Rights Acknowledgment","/template/employee-proprietary-rights-acknowledgment-D539","https://templates.business-in-a-box.com/imgs/250px/539.png",{"label":84,"url":85,"thumb":86,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":96,"description":6},"software license agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":105,"descriptionCustom":6,"label":106,"pages":8,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":116,"url":117},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[113],{"label":114,"url":115},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":91,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":126,"description":6},"non disclosure agreement nda",[128,129],{"label":33,"url":99},{"label":130,"url":131},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":147,"url":148},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[143,144],{"label":33,"url":99},{"label":145,"url":146},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":91,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":166},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":157,"description":6},"employment agreement_at will employee",[159,162,165],{"label":160,"url":161},"Human Resources","human-resources",{"label":163,"url":164},"Hire an Employee","hire-employee",{"label":33,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":168,"descriptionCustom":6,"label":169,"pages":152,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":180,"url":181},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[176,177],{"label":33,"url":99},{"label":178,"url":179},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":184,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":257,"clauses":294,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":439,"comparisons":456,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":509,"classification":510},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Assignment Of All Rights In Computer Software Template (Free Word)","Free software rights assignment template. Transfer all IP ownership in computer software from developer to buyer. Used in 190+ countries. Free Word and PDF download.","assignment of all rights in computer software",[189,190,191,192,193,194,195],"software rights assignment agreement","intellectual property assignment software","software ip transfer agreement","computer software assignment template","software copyright assignment","software ownership transfer agreement","ip assignment agreement template",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":182},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"An Assignment of All Rights in Computer Software is a legally binding agreement through which an assignor (typically a developer or software company) transfers full and exclusive ownership of a software program — including all copyrights, patents, trade secrets, and related IP — to an assignee (typically a buyer or commissioning company). This free Word download covers all core transfer clauses, representations, warranties, and consideration terms; edit it online and export as PDF for execution.\n","Use it when acquiring software built by a third-party developer or agency, when an employee or contractor has created software outside a standard IP assignment clause, or when a company is divesting a software product as part of a sale or restructuring. It is also required when a founder assigns pre-incorporation software to a newly formed entity.\n","Parties and recitals, a precise description of the software being assigned, the scope of rights transferred (copyright, patents, source code, documentation, and derivative works), representations and warranties by the assignor, consideration and payment terms, moral rights waiver, and governing law and dispute resolution clauses.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Assigning pre-incorporation software to a newly formed company before fundraising","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Software buyers and acquirers","Taking clear title to a custom-built application purchased from a developer or agency","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"HR and legal teams","Formalizing IP transfer for software built by contractors outside standard employment agreements","persona-hr-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Corporate M&A teams","Documenting software asset transfers as part of a business sale or spin-off","persona-operations-director",{"title":225,"use_case":226,"icon_asset_id":227},"Independent software developers","Completing a clean handover of ownership to a client upon final payment","persona-freelancer",{"title":229,"use_case":230,"icon_asset_id":231},"Venture capital-backed companies","Cleaning up the IP cap table before a Series A due diligence review","persona-ceo",[233,236,239,242,246,249,253],{"situation":234,"recommended_template":7,"slug":235},"Transferring ownership of software built by a freelance developer","assignment-of-all-rights-in-computer-software-D752",{"situation":237,"recommended_template":89,"slug":238},"Licensing software without transferring ownership","software-license-agreement-D12928",{"situation":240,"recommended_template":106,"slug":241},"Engaging a developer before work begins with an IP assignment clause","independent-contractor-agreement-D160",{"situation":243,"recommended_template":244,"slug":245},"Assigning only specific copyright — not patents or trade secrets","Copyright Assignment Agreement","copyright-assignment-D960",{"situation":247,"recommended_template":135,"slug":248},"Transferring software as part of a full business acquisition","asset-purchase-agreement-D928",{"situation":250,"recommended_template":251,"slug":252},"Protecting software source code as confidential during negotiations","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":254,"recommended_template":255,"slug":256},"Assigning IP created by an employee during employment","Employment Contract with IP Assignment","employment-agreement_at-will-employee-D541",[258,261,264,267,270,273,276,279,282,285,288,291],{"term":259,"definition":260},"Assignor","The party transferring ownership of the software rights — typically the developer, agency, or current rights holder.",{"term":262,"definition":263},"Assignee","The party receiving full ownership of the software rights — typically the buyer, employer, or commissioning company.",{"term":265,"definition":266},"Intellectual Property (IP)","Legal rights protecting creations of the mind, including copyrights, patents, trade secrets, and trademarks.",{"term":268,"definition":269},"Copyright","Automatic legal protection for original software code and documentation that prevents unauthorized copying or distribution.",{"term":271,"definition":272},"Source Code","The human-readable version of a software program, as opposed to compiled object code — typically the most valuable component of a software assignment.",{"term":274,"definition":275},"Derivative Works","New software created by modifying, adapting, or building upon the original program — an assignment of all rights should explicitly include future derivative works.",{"term":277,"definition":278},"Moral Rights","Rights in some jurisdictions allowing the creator to be identified as the author and to object to modifications — often waived in commercial software assignments.",{"term":280,"definition":281},"Consideration","The payment or other value exchanged for the assignment — without documented consideration, the assignment may be unenforceable in many jurisdictions.",{"term":283,"definition":284},"Work Made for Hire","A US copyright doctrine under which software created by an employee within the scope of employment automatically belongs to the employer, without a separate assignment.",{"term":286,"definition":287},"Escrow (Source Code Escrow)","An arrangement where source code is deposited with a neutral third party and released to the assignee only upon defined trigger events, such as the assignor's insolvency.",{"term":289,"definition":290},"Warranty of Non-Infringement","A representation by the assignor that the software does not infringe any third-party patent, copyright, or trade secret.",{"term":292,"definition":293},"Chain of Title","The documented sequence of ownership transfers establishing that the current assignor has the legal authority to transfer rights free of third-party claims.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Parties and recitals","Identifies the assignor and assignee by full legal name and entity type, and summarizes the background context — why the assignment is taking place.","This Assignment of All Rights in Computer Software ('Agreement') is made as of [DATE] between [ASSIGNOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignee').","Using trade names or doing-business-as names instead of registered legal entity names. If the named assignor does not hold legal title, the assignment cannot transfer clean ownership.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Description and identification of the software","Precisely describes the software being assigned — name, version, functionality, and all associated components including source code, object code, documentation, and development tools.","Assignor hereby assigns to Assignee all rights in the software known as '[SOFTWARE NAME]', version [X.X], including all source code, object code, algorithms, documentation, test suites, build scripts, and associated materials described in Exhibit A.","Using a generic description like 'the software' without an attached exhibit. Vague identification creates disputes about what was actually transferred, especially for software with multiple modules or versions.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Scope of rights transferred","States that the assignor is transferring every conceivable IP right — copyright, patent rights, trade secrets, trademarks, and the right to create derivative works — worldwide and in perpetuity.","Assignor irrevocably assigns to Assignee all right, title, and interest in and to the Software, including all copyrights, patent rights, trade secret rights, trademark rights, and any other intellectual property rights, throughout the world, in perpetuity.","Limiting the assignment to copyright only. A software program may also be covered by patents and trade secret law; omitting these rights leaves the assignee with incomplete ownership that competitors or the assignor can later exploit.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Derivative works and improvements","Confirms that the assignment covers not only the current version but all future modifications, enhancements, and derivative works the assignor has already created or will create from the software.","The assignment includes all derivative works, improvements, enhancements, and modifications to the Software created by Assignor prior to the Effective Date, whether or not separately identified in Exhibit A.","Limiting the assignment to the current version without capturing prior iterations or in-progress work. A developer who retains rights to an earlier version may rebuild competing software from that foundation.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations and warranties","The assignor confirms they own the rights being transferred, the software does not infringe third-party IP, no conflicting licenses have been granted, and the software was created without unauthorized third-party contributions.","Assignor represents and warrants that: (a) Assignor is the sole owner of all rights assigned herein; (b) the Software does not infringe any third-party intellectual property rights; (c) no conflicting licenses, liens, or encumbrances exist on the Software; and (d) no open-source components are incorporated that would affect Assignee's ownership.","No open-source disclosure warranty. Software containing GPL or AGPL-licensed components can impose copyleft obligations that require the assignee to release their own code — a material defect the assignor must disclose.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Consideration and payment","States the price paid for the assignment, the payment schedule, and any conditions precedent to payment — such as delivery of complete source code.","In consideration for this Assignment, Assignee shall pay Assignor the sum of $[AMOUNT] USD, payable as follows: [PAYMENT SCHEDULE]. Payment is conditioned upon Assignor's delivery of all materials listed in Exhibit A.","Reciting nominal or no consideration (e.g., '$1 and other good and valuable consideration'). While this may be technically valid in some jurisdictions, it can be challenged as inadequate consideration and creates a weak enforcement record.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Moral rights waiver","The assignor waives any moral rights they hold in the software — particularly relevant in jurisdictions like Canada, the UK, France, and Germany — so the assignee can modify, rebrand, or alter the software without the original author's consent.","To the fullest extent permitted by applicable law, Assignor irrevocably waives all moral rights in the Software, including the right of attribution and the right to object to modifications or derivative works.","Omitting the moral rights waiver entirely for international assignments. In France, Germany, and Quebec, moral rights are inalienable by statute — the waiver reduces risk even where full waiver is not enforceable, and signals intent.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Further assurances","Requires the assignor to sign any additional documents, execute government filings, or take any further steps reasonably needed to perfect the assignee's ownership of the software.","Assignor agrees to execute and deliver, at Assignee's reasonable request and expense, any additional documents and instruments necessary to perfect, record, or enforce Assignee's rights in the Software in any jurisdiction.","No further assurances clause. Without it, the assignee may have no contractual basis to compel the assignor to assist with copyright office registrations or patent assignments after the deal closes.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Confidentiality","Obligates both parties to keep the software's source code, technical details, and the terms of the assignment confidential — critical when the software is a core competitive asset.","Each party shall keep confidential the terms of this Agreement and all technical information, source code, and documentation relating to the Software, and shall not disclose such information to any third party without prior written consent.","Skipping confidentiality on the basis that the assignee now owns the software. The assignor retains knowledge of the codebase — without a confidentiality obligation, they can freely share architectural details or approach the assignee's competitors.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation — and where proceedings must take place.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY] under the rules of [AAA / JAMS / applicable body], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction that has no connection to either party. Courts in some jurisdictions will decline to apply a chosen law that is purely arbitrary, reverting to the forum's own conflict-of-laws rules.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Identify both parties with their full legal names","Enter the assignor's and assignee's registered legal entity names, jurisdictions of incorporation, and principal addresses. Confirm names against corporate registry filings before signing.","If the assignor is a natural person (solo developer), include their full legal name and country of residence — this matters for moral rights analysis under applicable law.",{"step":352,"title":353,"description":354,"tip":355},2,"Describe the software precisely in Exhibit A","List every component being transferred: software name, version number, repository URL or commit hash, documentation files, build configurations, and any related trademarks. Attach the exhibit to the agreement before signing.","Include a SHA-256 hash of the source code archive at the time of signing. This creates an immutable record of exactly what was delivered and eliminates later disputes about version completeness.",{"step":357,"title":358,"description":359,"tip":360},3,"Confirm and document the chain of title","Verify that the assignor holds clean title to all components — including any modules built by prior contractors or employees. If third parties contributed, obtain written confirmations or prior assignment agreements before proceeding.","Request a full list of all contributors to the codebase and any open-source libraries used. GPL v3 or AGPL components can impose downstream obligations that materially affect the assignee's rights.",{"step":362,"title":363,"description":364,"tip":365},4,"Set the consideration amount and payment conditions","Enter the purchase price, payment schedule, and any conditions — such as delivery of complete source code or passing acceptance tests — that must be met before each payment is released.","Structure payment as a deposit on signing and final payment on verified delivery rather than full payment upfront. This gives the assignee leverage to enforce complete handover.",{"step":367,"title":368,"description":369,"tip":370},5,"Review and tailor the representations and warranties","Read each warranty carefully against what you know about the software's history. Add a specific warranty covering open-source license disclosure and confirm no third-party IP claims are outstanding.","Ask the assignor to attach a software bill of materials (SBOM) as an exhibit — this documents every library and its license and supports the warranty of non-infringement.",{"step":372,"title":373,"description":374,"tip":375},6,"Include the moral rights waiver for international assignments","Confirm whether the assignor is based in or the agreement is governed by a jurisdiction that recognizes moral rights (Canada, UK, EU member states). Ensure the waiver clause is present and explicitly covers the right of attribution and right of integrity.","In France, moral rights cannot be fully waived by statute — include the waiver regardless, as it evidences intent and limits claims in jurisdictions where partial waiver is recognized.",{"step":377,"title":378,"description":379,"tip":380},7,"Select governing law based on the parties' locations","Choose the jurisdiction where the assignee is based or where the software will primarily be used. Confirm the choice with legal counsel if the parties are in different countries.","For US-based assignments, specify the state — not just 'United States' — as copyright and contract law varies by state in some respects and arbitration venue must be specific.",{"step":382,"title":383,"description":384,"tip":385},8,"Execute and file with the relevant copyright office","Both parties must sign the agreement — in wet ink or with a valid e-signature. After execution, consider recording the assignment with the US Copyright Office or the relevant national registry to put third parties on notice of the ownership change.","In the US, recording an assignment with the Copyright Office costs $105 per title and creates a public record that protects against subsequent conflicting transfers — well worth the investment for commercially significant software.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"Assigning copyright only, omitting patent and trade secret rights","Software may be protected simultaneously by copyright, patents, and trade secret law. An assignment limited to copyright leaves the assignor free to license the underlying patent or disclose the trade secret to competitors.","Use broad IP assignment language covering 'all right, title, and interest, including all copyrights, patents, trade secrets, and other intellectual property rights' throughout the world.",{"mistake":392,"why_it_matters":393,"fix":394},"No open-source component disclosure","Software incorporating GPL, AGPL, or LGPL components carries copyleft obligations that can require the assignee to release their own source code. Undisclosed open-source creates significant downstream legal and commercial risk.","Require the assignor to attach a software bill of materials (SBOM) as an exhibit and warrant that all open-source components are identified, with their license terms disclosed.",{"mistake":396,"why_it_matters":397,"fix":398},"Skipping the chain of title verification","If prior contractors, employees, or co-founders contributed to the software without executing their own IP assignments, the assignor may not hold clear title — meaning the entire assignment transfers incomplete rights.","Require the assignor to represent that all contributors have assigned their rights, and request copies of prior assignment agreements or contractor IP clauses before closing.",{"mistake":400,"why_it_matters":401,"fix":402},"Omitting the further assurances clause","After the deal closes, the assignee may need the assignor's cooperation to register the copyright, record the assignment with a patent office, or respond to an infringement challenge. Without a contractual obligation to assist, the assignor may refuse.","Include a further assurances clause requiring the assignor to execute any additional documents and cooperate with government filings at the assignee's reasonable request and expense.",{"mistake":404,"why_it_matters":405,"fix":406},"No confidentiality obligation on the assignor post-closing","The assignor retains detailed knowledge of the codebase architecture, algorithms, and technical design. Without a post-assignment confidentiality obligation, they can share this with competitors or use it in competing products.","Add a confidentiality clause binding the assignor to keep all technical information, source code, and documentation confidential for a defined period — typically 3–5 years — after closing.",{"mistake":408,"why_it_matters":409,"fix":410},"Nominal or undocumented consideration","Reciting '$1 and other good and valuable consideration' is technically sufficient in some jurisdictions but creates a weak evidentiary record and can be challenged if the assignor later claims the assignment was not genuinely voluntary.","State the actual purchase price in the agreement. If the assignment is part of a broader transaction, reference the total deal value and describe how this assignment fits within it.",[412,415,418,421,424,427,430,433,436],{"question":413,"answer":414},"What is an assignment of all rights in computer software?","An assignment of all rights in computer software is a legal agreement through which the current rights holder — typically a developer, agency, or prior owner — permanently transfers full intellectual property ownership of a software program to a new owner. The transfer covers copyright, patent rights, trade secrets, and related IP, and is worldwide and permanent. Once executed, the assignor retains no rights to the software and the assignee becomes the sole owner.\n",{"question":416,"answer":417},"When do I need a software rights assignment agreement?","You need one any time you are paying for software to be built and want to own the result outright rather than merely license it. Common triggers include: buying a custom application from a development agency, acquiring a software product as part of a business purchase, formalizing ownership of software built by a contractor outside a standard employment or contractor IP clause, or assigning pre-incorporation software from a founder to a new company before a fundraising round.\n",{"question":419,"answer":420},"What is the difference between a software assignment and a software license?","A software assignment permanently transfers ownership — after it closes, the original developer has no rights to the software. A software license grants permission to use the software under defined conditions while the licensor retains ownership. If you need to use the software exclusively, modify it freely, sublicense it, or sell it, you need an assignment. If the developer will continue to use or sell the same software to others, a license is the appropriate structure.\n",{"question":422,"answer":423},"Does a software assignment need to be in writing?","Yes. Copyright assignments must be in writing and signed by the assignor to be enforceable under US copyright law (17 U.S.C. § 204(a)), the UK Copyright, Designs and Patents Act 1988, and similar statutes in most jurisdictions. An oral agreement to assign software rights is generally not legally effective, even if the developer has been paid in full.\n",{"question":425,"answer":426},"What happens if the developer used open-source libraries in the software?","Open-source libraries carry their own license terms that survive a software assignment. Components licensed under copyleft licenses such as GPL v3 or AGPL require any modified or derivative version to be released under the same license — which can effectively prevent commercialization of proprietary software. Before executing an assignment, require the assignor to provide a full software bill of materials (SBOM) identifying every library and its license, and have counsel assess any copyleft risk.\n",{"question":428,"answer":429},"What are moral rights and why do they matter in a software assignment?","Moral rights are non-economic rights that allow a creator to claim authorship and object to modifications or uses that damage their reputation. They exist in Canada, the UK, France, Germany, and most EU member states. Unlike economic rights, moral rights cannot be fully waived by statute in some jurisdictions. A software assignment should include an express moral rights waiver so the assignee can modify, rebrand, or alter the software without the original author's objection — even where the waiver is only partially effective by law.\n",{"question":431,"answer":432},"Should I record the software assignment with the Copyright Office?","Recording is not required for the assignment to be valid between the parties, but it is strongly advisable for commercially significant software. In the US, recording with the Copyright Office for $105 per title creates a public record of the ownership change and protects the assignee against a subsequent conflicting transfer by the same assignor. An unrecorded assignment can be defeated by a later purchaser who acquires rights without notice of the prior transfer.\n",{"question":434,"answer":435},"Can an employee's software be assigned under this agreement?","Software created by an employee within the scope of their employment typically belongs to the employer automatically under the work-made-for-hire doctrine in the US and equivalent provisions in other jurisdictions — no separate assignment is needed. However, if the software was created outside the scope of employment, on personal time, or using personal equipment in a jurisdiction that protects employee inventions, an explicit assignment agreement is required. California Labor Code § 2870 limits employer claims to off-duty inventions that use no company resources.\n",{"question":437,"answer":438},"Do I need a lawyer to execute a software assignment?","For routine assignments of moderate-value software between clear parties with a clean chain of title, a high-quality template is a practical starting point. Engage a lawyer when the software is a core business asset worth more than $50,000, when patent rights are involved, when there are open-source compliance questions, when the parties are in different countries, or when a prior contractor or employee chain of title is uncertain. A targeted 1–2 hour review typically costs $400–$800 and is worthwhile for any commercially significant software asset.\n",[440,444,448,452],{"industry":441,"icon_asset_id":442,"specifics":443},"Technology / SaaS","industry-saas","Core platform IP assignments between co-founders and the legal entity are routinely required by Series A investors as a condition of funding, making chain-of-title verification critical.",{"industry":445,"icon_asset_id":446,"specifics":447},"Financial Services / Fintech","industry-fintech","Proprietary trading algorithms and risk models are typically assigned from developer to firm with enhanced confidentiality terms and specific patent-right transfer language given their competitive sensitivity.",{"industry":449,"icon_asset_id":450,"specifics":451},"Healthcare / MedTech","industry-healthtech","Software embedded in medical devices may require FDA 510(k) documentation that names the legal owner — an executed assignment is a prerequisite for regulatory submissions that list the acquiring entity.",{"industry":453,"icon_asset_id":454,"specifics":455},"Professional Services / Agencies","industry-professional-services","Development agencies building client-commissioned software use assignment agreements to formally hand over ownership upon final payment, distinguishing commissioned work from their own reusable frameworks and toolkits.",[457,460,462,464],{"vs":89,"vs_template_id":458,"summary":459},"software-license-agreement-D13551","A software license grants the licensee the right to use the software under defined conditions while the original owner retains all IP rights. An assignment permanently transfers ownership — the assignor walks away with no residual rights. If the developer intends to sell or license the same software to others, a license is the correct structure; if the buyer needs exclusive control, use an assignment.",{"vs":106,"vs_template_id":241,"summary":461},"An independent contractor agreement engages a developer for project-based work and typically includes an IP assignment clause, but that clause transfers only the rights created during the specific engagement. A standalone software assignment is used after the fact — when a contractor agreement had no IP clause, when software predates the engagement, or when a comprehensive transfer document is required for a transaction or due diligence process.",{"vs":251,"vs_template_id":252,"summary":463},"An NDA protects confidential information shared during negotiations but transfers no rights. Parties negotiating a software acquisition often execute an NDA first to allow the buyer to inspect the source code, then follow it with a software assignment once terms are agreed. Both documents are typically needed — the NDA does not substitute for the assignment.",{"vs":135,"vs_template_id":465,"summary":466},"asset-purchase-agreement-D13558","An asset purchase agreement covers the transfer of an entire business's assets — inventory, contracts, customer lists, equipment, and IP as a bundle. A software assignment is a focused IP-transfer instrument used when only the software itself is being acquired, or as a scheduled exhibit within a broader asset purchase. For software-only transactions, the standalone assignment is cleaner and faster to execute.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Straightforward domestic software transfers between clear parties with a verified chain of title and no patent or open-source complications","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Mid-value software assets, cross-border assignments, open-source component questions, or uncertain chain of title involving prior contractors","$400–$800","2–5 days",{"best_for":477,"cost":478,"time":479},"High-value software acquisitions, software with active patents, assignments as part of M&A transactions, or regulated industries (medical device, fintech)","$2,000–$8,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Under 17 U.S.C. § 204(a), a copyright assignment must be in writing and signed by the assignor to be valid. The work-made-for-hire doctrine (17 U.S.C. § 101) automatically vests copyright in the employer for software created by employees within the scope of employment, but not for independent contractors. Recording the assignment with the US Copyright Office ($105 per title) protects against subsequent conflicting transfers. California Labor Code § 2870 limits an employer's ability to claim rights to software developed entirely on the employee's own time without company resources.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Under the Copyright Act (R.S.C. 1985, c. C-42), an assignment of copyright must be in writing and signed by the owner. Canada recognizes moral rights, which cannot be assigned but can be waived — a written moral rights waiver should accompany every assignment. In Quebec, civil law principles apply alongside the federal Copyright Act, and French-language contracts may be required for provincially regulated employers. Software created by an employee in the course of employment vests in the employer by default; contractor-created software requires an explicit assignment.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, a copyright assignment must be in writing and signed by or on behalf of the assignor. Moral rights exist for software authors but can be waived by contract. Software created by an employee in the course of employment belongs to the employer automatically (s.11 CDPA 1988); contractor-created software belongs to the contractor absent a written assignment. Post-Brexit, the UK operates its own IP registration system separate from the EU, and assignments of registered rights should be recorded with the UK Intellectual Property Office.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Software Directive (2009/24/EC) harmonizes copyright protection for computer programs across member states, but assignment formalities and moral rights treatment vary. France, Germany, and the Netherlands impose strong moral rights protections — French moral rights are inalienable by statute and cannot be fully waived. In Germany, copyright in software cannot be fully assigned; instead, an exclusive, irrevocable, unlimited license may be used to achieve a similar commercial outcome. GDPR compliance obligations transfer with the software if it processes personal data, and the assignee assumes controller or processor responsibilities from closing.",[238,241,252,248,256,502,503,504,505,506,507,508],"intellectual-property-assignment-D5229","website-development-agreement-D14084","general-non-compete-agreement-D882","joint-venture-agreement-D889","term-sheet-D473","consulting-agreement---long-D12543","team-work-agreement-D13888",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":99,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"intellectual-property-and-licensing","agreement","general","all-stages",[516,517,518,519,520],"intellectual-property","contract","software","assignment","copyright",0.95,"\u003Ch2>What is an Assignment of All Rights in Computer Software?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of All Rights in Computer Software\u003C/strong> is a legally binding agreement through which an \u003Cstrong>assignor\u003C/strong> — typically a developer, agency, or prior owner — permanently and irrevocably transfers full intellectual property ownership of a software program to an \u003Cstrong>assignee\u003C/strong>. The transfer is comprehensive: it covers copyright in the source and object code, any applicable patent rights, trade secrets embedded in the architecture or algorithms, related documentation, and the right to create derivative works. Unlike a software license, which grants permission to use the software while the licensor retains ownership, an assignment extinguishes the assignor's rights entirely and makes the assignee the sole legal owner of the software and all related IP.\u003C/p>\n\u003Cp>This type of agreement is essential any time money changes hands for software that one party builds and another party wants to own outright. Without a signed, written assignment, the developer — whether an independent contractor, an agency, or even a co-founder — typically retains copyright in the code they wrote, regardless of how much the other party paid for the work.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>The absence of a properly executed software assignment is one of the most common and costly IP errors discovered during startup due diligence and M&A transactions. Investors conducting a Series A review routinely find that core platform code was written by a contractor under an agreement with no IP assignment clause, or that a co-founder built the MVP before the company was incorporated and never formally transferred ownership. In both scenarios, the company does not legally own its own product — and the funding round stalls or falls through entirely until the chain of title is cleaned up.\u003C/p>\n\u003Cp>Beyond the fundraising context, operating without a clean software assignment exposes the acquirer to infringement claims from prior contributors, inability to enforce the software's copyrights against competitors, and open-source compliance liabilities that can require public disclosure of proprietary source code. This template provides a complete, enforceable assignment covering all rights, representations, and warranties needed to establish clean title — and includes the further assurances clause that obligates the assignor to cooperate with copyright registrations and any future enforcement actions after the deal closes.\u003C/p>\n",1781186032847]