[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-copyright-assignment-for-software-D760":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":183,"customdescription":6,"mdFm":184,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"COPYRIGHT ASSIGNMENT This Copyright Assignment agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Assignor has prepared, written, created, or developed certain materials or works pursuant to Assignee specifications entitled Software Programs, (hereinafter called the \"Work\"); WHEREAS, Assignor desires to transfer entire ownership of the copyright in the Work to Assignee; IT IS THEREFORE agreed between Assignor and Assignee as follows: Assignor hereby grants, transfers, assigns, and conveys to Assignee, its successors and assigns, the entire title, right interest, ownership and all subsidiary rights in and to the Work, including but not limited to the right to secure copyright registration therein and to any resulting registration in Assignee's name as claimant, and the right to secure renewals, reissues, and extensions of any such copyright or copyright registration in the [COUNTRY] or any foreign country. Whether the copyright in the Work shall be preserved and maintained or registered in the [COUNTRY] or any foreign country shall be at the sole discretion of Assignee.",null,"Copyright Assignment For Software","2",35,"doc","https://templates.business-in-a-box.com/imgs/1000px/copyright-assignment_for-software-D760.png","https://templates.business-in-a-box.com/imgs/250px/760.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#760.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/","copyright assignment for software","Copyright Assignment For Software Template","https://templates.business-in-a-box.com/imgs/400px/760.png","https://templates.business-in-a-box.com/imgs/600px/760.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/",[39,43,47,51,55,59,63,67,71,75,79,83,87,102,119,135,150,168],{"label":40,"url":41,"thumb":42,"extension":10},"Copyright Assignment","/template/copyright-assignment-D960","https://templates.business-in-a-box.com/imgs/250px/960.png",{"label":44,"url":45,"thumb":46,"extension":10},"Assignment of Copyright","/template/assignment-of-copyright-D755","https://templates.business-in-a-box.com/imgs/250px/755.png",{"label":48,"url":49,"thumb":50,"extension":10},"Copyright Assignment Confirmation Notification","/template/copyright-assignment-confirmation-notification-D759","https://templates.business-in-a-box.com/imgs/250px/759.png",{"label":52,"url":53,"thumb":54,"extension":10},"Assignment of All Rights in Computer Software","/template/assignment-of-all-rights-in-computer-software-D752","https://templates.business-in-a-box.com/imgs/250px/752.png",{"label":56,"url":57,"thumb":58,"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":60,"url":61,"thumb":62,"extension":10},"Patent Assignment","/template/patent-assignment-D966","https://templates.business-in-a-box.com/imgs/250px/966.png",{"label":64,"url":65,"thumb":66,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":68,"url":69,"thumb":70,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":72,"url":73,"thumb":74,"extension":10},"Assignment of Contributor Rights","/template/assignment-of-contributor-rights-D754","https://templates.business-in-a-box.com/imgs/250px/754.png",{"label":76,"url":77,"thumb":78,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":80,"url":81,"thumb":82,"extension":10},"Security Agreement With Copyright As Collateral","/template/security-agreement-with-copyright-as-collateral-D914","https://templates.business-in-a-box.com/imgs/250px/914.png",{"label":84,"url":85,"thumb":86,"extension":10},"Trademark Assignment Short Form","/template/trademark-assignment-short-form-D972","https://templates.business-in-a-box.com/imgs/250px/972.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":100,"url":101},"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","6",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},[97],{"label":98,"url":99},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":118},"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":111,"description":6},"software license agreement",[113,115],{"label":33,"url":114},"business-legal-agreements",{"label":116,"url":117},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":133,"url":134},"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},[129,130],{"label":33,"url":114},{"label":131,"url":132},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":106,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":149},"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":143,"description":6},"non disclosure agreement nda",[145,146],{"label":33,"url":114},{"label":147,"url":148},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":106,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":167},"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":158,"description":6},"employment agreement_at will employee",[160,163,166],{"label":161,"url":162},"Human Resources","human-resources",{"label":164,"url":165},"Hire an Employee","hire-employee",{"label":33,"url":114},"/template/employment-agreement_at-will-employee-D541",{"description":169,"descriptionCustom":6,"label":170,"pages":153,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":181,"url":182},"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},[177,178],{"label":33,"url":114},{"label":179,"url":180},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":185,"reviewer":198,"quick_facts":202,"at_a_glance":205,"personas":209,"variants":234,"glossary":261,"clauses":298,"how_to_fill":348,"common_mistakes":389,"faqs":414,"industries":445,"comparisons":461,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":516,"classification":517},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Copyright Assignment for Software Template (Free Word)","Free copyright assignment for software template. Transfers IP ownership of code, documentation, and related assets from assignor to assignee. Free Word and PDF download.","copyright assignment for software template",[190,191,192,193,194,195,196,197],"software copyright assignment agreement","copyright transfer agreement software","intellectual property assignment software","software ip assignment template","software copyright transfer template free","code ownership transfer agreement","copyright assignment agreement template word","software ip transfer template",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":203,"legal_review_recommended":204,"signature_required":204},"advanced",true,{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"A Copyright Assignment for Software is a legally binding agreement that permanently transfers ownership of software copyright — including source code, object code, documentation, and related assets — from the creator (assignor) to a receiving party (assignee). This free Word download lets you document a complete, irrevocable transfer of IP rights, edit it online, and export as PDF for execution and filing.\n","Use it when a freelancer, contractor, or co-founder has created software on behalf of your business and you need to formally vest ownership in the company. It is also used when selling a software product or codebase as part of an asset sale, or when consolidating IP prior to a fundraising round or acquisition.\n","The agreement covers identification of the parties and the software being transferred, the scope of rights assigned (including moral rights waivers where applicable), representations and warranties about clear title, consideration paid, and any retained licenses back to the assignor. It also includes governing law, dispute resolution, and signature blocks for both parties.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Transferring code built by a co-founder or early contractor into the company entity before a funding round","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Software development agencies","Assigning ownership of custom software to a client upon project completion and final payment","persona-agency",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate legal teams","Formalizing IP ownership when acquiring a software product or technology asset from a third party","persona-corporate-legal",{"title":223,"use_case":224,"icon_asset_id":225},"Freelance developers","Documenting the transfer of copyright in a completed project to a hiring client at contract close","persona-freelancer",{"title":227,"use_case":228,"icon_asset_id":229},"HR and operations managers","Ensuring employee-created software developed outside a standard employment IP assignment is captured by the company","persona-hr-manager",{"title":231,"use_case":232,"icon_asset_id":233},"M&A advisors","Clearing software IP chain of title before a business acquisition or asset sale closes","persona-operations-director",[235,239,243,246,249,253,257],{"situation":236,"recommended_template":237,"slug":238},"Transferring all IP created by a freelancer or contractor during a project","Copyright Assignment for Software","copyright-assignment-for-software-D760",{"situation":240,"recommended_template":241,"slug":242},"Ongoing relationship where all future work product should vest in the company","Independent Contractor Agreement (with IP Assignment)","independent-contractor-agreement-D160",{"situation":244,"recommended_template":104,"slug":245},"Granting a licensee the right to use software without transferring ownership","software-license-agreement-D12928",{"situation":247,"recommended_template":121,"slug":248},"Assigning IP as part of a broader business or asset sale","asset-purchase-agreement-D928",{"situation":250,"recommended_template":251,"slug":252},"Employee assigning inventions and code created on the job","Employee IP Assignment Agreement","ip-sale-agreement-D964",{"situation":254,"recommended_template":255,"slug":256},"Two or more co-founders assigning their respective IP interests to a single entity","Founders' IP Assignment Agreement","founders-agreement-D12653",{"situation":258,"recommended_template":259,"slug":260},"Transferring copyright in software documentation and written materials only","Copyright Assignment Agreement (General)","copyright-assignment-D960",[262,265,268,271,274,277,280,283,286,289,292,295],{"term":263,"definition":264},"Assignor","The individual or entity that currently holds the copyright and is transferring it to another party.",{"term":266,"definition":267},"Assignee","The individual or entity receiving copyright ownership under the assignment agreement.",{"term":269,"definition":270},"Copyright","An automatic legal right that grants the creator of an original work exclusive control over reproduction, distribution, modification, and display of that work.",{"term":272,"definition":273},"Work for Hire","A doctrine under which copyright in a work created by an employee within the scope of employment, or a commissioned work under a written agreement, vests automatically in the employer or commissioning party rather than the creator.",{"term":275,"definition":276},"Moral Rights","Rights recognized in many jurisdictions that allow creators to claim authorship and object to derogatory treatment of their work — distinct from economic copyright and not automatically transferred by assignment.",{"term":278,"definition":279},"Source Code","The human-readable programming instructions that make up a software application, as opposed to compiled object code that machines execute.",{"term":281,"definition":282},"Object Code","Machine-readable compiled output generated from source code, typically distributed to end users without exposing the underlying source.",{"term":284,"definition":285},"Chain of Title","The documented sequence of ownership transfers establishing that the current holder of a copyright has clear, unencumbered title — critical for IP due diligence in M&A transactions.",{"term":287,"definition":288},"Consideration","Something of value exchanged between parties to make a contract enforceable — in a copyright assignment, typically a monetary payment, equity, or a recital of services already rendered.",{"term":290,"definition":291},"License-Back","A provision in an assignment agreement that grants the assignor a limited right to continue using the assigned software after ownership has transferred to the assignee.",{"term":293,"definition":294},"Escrow (Source Code)","An arrangement where a neutral third party holds the source code and releases it to a licensee or assignee if the software owner becomes insolvent or fails to maintain the software.",{"term":296,"definition":297},"Derivative Work","A work based on or incorporating a pre-existing copyrighted work — such as a modified or extended version of existing software — which requires authorization from the original copyright holder.",[299,304,309,314,318,323,328,333,338,343],{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Identification of parties and recitals","Names the assignor and assignee as legal entities, states the date of the agreement, and provides background context explaining why the transfer is taking place.","This Copyright Assignment Agreement is made as of [DATE] between [ASSIGNOR FULL LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Assignor'), and [ASSIGNEE FULL LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Assignee').","Using a trade name or personal nickname instead of the full registered legal entity name — this creates ambiguity about who actually holds title after the assignment is recorded.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Description and identification of the software","Precisely defines what software, code, and related materials are being assigned, including version numbers, repositories, documentation, and any derivative works.","The 'Software' means the computer program(s) and related materials described in Schedule A, including all source code, object code, documentation, test scripts, APIs, and derivative works thereof developed by Assignor prior to the Effective Date.","Using a generic description like 'the software' without a Schedule A. Vague identification makes it impossible to determine what was or wasn't transferred if a dispute arises.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Assignment of copyright","The operative clause transferring all copyright and related IP rights in the software from the assignor to the assignee, permanently and irrevocably.","Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all right, title, and interest in and to the Software, including all copyrights, moral rights (to the extent waivable), and the right to apply for copyright registration in any jurisdiction worldwide.","Omitting the word 'irrevocably' — without it, some jurisdictions allow the assignor to revoke the transfer, undermining the entire purpose of the document.",{"name":287,"plain_english":315,"sample_language":316,"common_mistake":317},"States what the assignee is paying — or has paid — in exchange for the copyright transfer, making the agreement legally binding as a contract.","In consideration of the payment of $[AMOUNT] (the 'Purchase Price'), receipt of which Assignor hereby acknowledges, Assignee agrees to the terms of this Agreement.","Stating $1 as nominal consideration. Courts in some jurisdictions scrutinize inadequate consideration, and it can render an assignment unenforceable if challenged — particularly in transactions that accompany a termination or dispute.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and warranties","The assignor confirms that it owns the copyright free and clear, that no third-party code is embedded without disclosure, and that no liens, licenses, or encumbrances exist on the software.","Assignor represents and warrants that: (a) Assignor is the sole owner of the Software and has full authority to assign it; (b) the Software does not infringe any third-party intellectual property rights; (c) no open-source code is incorporated in a manner that imposes obligations on Assignee; and (d) the Software is free from any lien, claim, or encumbrance.","No open-source representation. Undisclosed copyleft components (GPL, AGPL) can require the assignee to release proprietary modifications under the same open-source license — a critical risk for commercial software.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"License-back (if applicable)","Optionally grants the assignor a defined right to continue using the software after the transfer — for example, to maintain a portfolio site or continue servicing existing clients.","Assignee hereby grants Assignor a non-exclusive, non-transferable, royalty-free license to use the Software solely for [PERMITTED PURPOSE] during the period ending [DATE / indefinitely / upon written notice].","Including a license-back with no defined scope or termination right. A poorly scoped license-back can be interpreted as a de facto perpetual sublicense, negating the commercial value of the assignment.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Moral rights waiver","Where applicable law recognizes moral rights, the assignor waives any claim to authorship credit or the right to object to modifications of the software.","To the extent permitted by applicable law, Assignor irrevocably waives all moral rights in the Software, including any right to be identified as author or to object to modifications, in favor of Assignee and its successors.","Omitting a moral rights waiver in cross-border transactions. Canada, the UK, and most EU member states recognize moral rights that survive copyright assignment — without an explicit waiver, the original developer may still block modifications.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Further assurances","Obligates the assignor to sign additional documents, execute copyright registration filings, and take any further steps needed to perfect the assignment in any jurisdiction.","Assignor agrees to execute and deliver, at Assignee's expense, any additional instruments of assignment, copyright registration applications, or other documents that Assignee reasonably requests to record, perfect, or enforce this assignment in any jurisdiction.","No further assurances clause. Without it, an assignor who later becomes uncooperative cannot be compelled to sign copyright office filings or chain-of-title documents required for enforcement or an M&A transaction.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are handled — litigation, arbitration, or mediation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration before [AAA / JAMS / ICDR] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law that has no connection to either party or the software. Courts may decline to apply it, and the clause may be struck as unreasonable — leaving the parties in jurisdictional uncertainty during a dispute.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Entire agreement, amendment, and severability","Confirms the written document is the complete agreement, superseding all prior negotiations, and that any changes must be in writing. If one clause is unenforceable, the rest remains intact.","This Agreement constitutes the entire agreement of the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. Amendments must be in writing signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force.","No entire agreement clause. Prior emails, verbal negotiations, or LOIs can be introduced to contradict or supplement the written agreement — often changing the scope of what was assigned.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Identify both parties with full legal names","Enter the assignor's and assignee's complete registered legal names, entity types, and jurisdictions of formation. For individuals, use the full legal name as it appears on government ID.","Run a quick corporate registry check before drafting — using a parent company name when the IP actually sits in a subsidiary creates a chain-of-title gap that surfaces in due diligence.",{"step":355,"title":356,"description":357,"tip":358},2,"Complete Schedule A with a precise software description","List the software by name, version, repository URL or commit hash, and a description of all components being transferred — source code, object code, APIs, documentation, test suites, and any derivative works.","For active codebases, include a Git repository reference (e.g., commit SHA at the date of assignment) so the exact state of the code at transfer is unambiguous.",{"step":360,"title":361,"description":362,"tip":363},3,"State the consideration clearly","Enter the actual payment amount, the delivery mechanism (wire, check, or equity), and when it is due. If consideration has already been received as part of a prior services engagement, state that explicitly.","Avoid $1 nominal consideration if any real value is changing hands. In a dispute, a court may treat it as a gift rather than a binding contract.",{"step":365,"title":366,"description":367,"tip":368},4,"Review and tailor the representations and warranties","Confirm with the assignor whether any open-source components, third-party libraries, or prior licenses are embedded in the software and reflect those accurately in the warranties section or a disclosure schedule.","Run an open-source license scan (e.g., FOSSA, Black Duck) before execution — undisclosed GPL or AGPL components are the most common IP surprise in software M&A.",{"step":370,"title":371,"description":372,"tip":373},5,"Decide whether a license-back is needed","If the assignor needs to continue using the software — to maintain existing clients, complete a portfolio, or support a transition period — draft a license-back with a precise scope, term, and permitted use.","Set an explicit end date on the license-back or a written-notice termination right; indefinite license-backs erode the value of the assignment in future transactions.",{"step":375,"title":376,"description":377,"tip":378},6,"Include a moral rights waiver for international assignments","If either party is based in Canada, the UK, or an EU member state, include an explicit waiver of moral rights. Confirm the assignor signs the waiver section separately if your jurisdiction requires distinct acknowledgment.","In France, moral rights cannot be waived at all — if the assignor is French, consult local counsel about what alternative protections are available.",{"step":380,"title":381,"description":382,"tip":383},7,"Select governing law aligned to both parties","Choose a governing law with a genuine connection to at least one party. State arbitration or litigation preference and name the venue city.","Delaware is a common governing-law choice for US software assignments because its courts have deep commercial IP precedent, even if neither party is located there.",{"step":385,"title":386,"description":387,"tip":388},8,"Execute before both parties move on","Obtain wet or electronic signatures from authorized signatories of both parties. For companies, confirm the signatory has board authority to execute IP transfers — many corporate charters require board approval above a threshold value.","File a copyright registration with the US Copyright Office (Form TX) after execution — recording an assignment creates a public record that protects the assignee against subsequent good-faith purchasers.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"Vague software description with no schedule","Without a precise definition of what code, documentation, and assets were transferred, either party can dispute scope — a departing developer can claim they retained rights to the core algorithm while the company assumed full ownership.","Attach a Schedule A listing every component by name, repository, version, and file path. Supplement with a commit hash or dated snapshot for active codebases.",{"mistake":395,"why_it_matters":396,"fix":397},"No open-source disclosure or representation","Copyleft licenses like GPL and AGPL impose conditions on the assignee — any product incorporating undisclosed GPL code may need to be released as open source, destroying its commercial value.","Require the assignor to provide a complete open-source component list and warrant its accuracy. Run an automated license scan before signing and attach the results as an exhibit.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting a moral rights waiver in cross-border transactions","In Canada, the UK, and most EU countries, moral rights survive copyright assignment. A developer who retains moral rights can object to modifications of the software or demand attribution — creating operational friction and legal exposure.","Include an explicit moral rights waiver clause and have the assignor acknowledge it separately. For French assignors, consult local counsel on available alternatives.",{"mistake":403,"why_it_matters":404,"fix":405},"No further assurances obligation","Copyright registration and patent filings often require the original owner's signature. An assignor who has moved on, become hostile, or become insolvent may refuse to cooperate, leaving the assignee unable to perfect or enforce its rights.","Include a further assurances clause obligating the assignor to sign any additional documents needed to record or enforce the assignment, with costs borne by the assignee.",{"mistake":407,"why_it_matters":408,"fix":409},"Executing after the assignor has already started new employment","If the developer signs a new employment agreement that includes an IP assignment before executing the software copyright assignment to your company, the new employer may have a competing claim to the same code.","Execute the copyright assignment before the developer begins any new employment. If timing is unavoidable, obtain a written acknowledgment from the new employer that the assignment predates and is excluded from their employment IP clause.",{"mistake":411,"why_it_matters":412,"fix":413},"Leaving the license-back scope undefined","An open-ended license-back can be interpreted as a perpetual, sublicensable right — functionally giving the assignor the ability to commercialize the same software you just paid to acquire.","Define the license-back with a specific permitted use, a geographic scope, an explicit no-sublicense restriction, and either a fixed end date or a termination-on-notice provision.",[415,418,421,424,427,430,433,436,439,442],{"question":416,"answer":417},"What is a copyright assignment for software?","A copyright assignment for software is a legally binding agreement that permanently transfers ownership of software copyright — including source code, object code, documentation, and related materials — from the original creator (assignor) to another party (assignee). Unlike a license, which grants permission to use the software while the original owner retains title, an assignment transfers the underlying ownership completely and irrevocably.\n",{"question":419,"answer":420},"When do I need a copyright assignment for software?","You need one any time a person or entity other than your company has written code you want the company to own — typically when a freelancer or contractor built the software, when a co-founder contributed code before the company was formed, or when you are acquiring a software product as part of an asset purchase. Without a written assignment, the original developer likely retains copyright under the default rules of most jurisdictions, regardless of whether they were paid.\n",{"question":422,"answer":423},"Does paying a developer automatically transfer copyright ownership?","No. Payment alone does not transfer copyright. In most jurisdictions, copyright vests automatically in the creator at the moment the work is fixed in a tangible form — including digital code. For freelancers and independent contractors, the hiring party does not receive ownership unless there is a written copyright assignment or the work qualifies as a statutory 'work for hire.' A written assignment is the only reliable way to ensure the company owns the code.\n",{"question":425,"answer":426},"What is the difference between a copyright assignment and a work-for-hire agreement?","A work-for-hire provision in a contract causes copyright to vest in the commissioning party from the moment of creation — there is no transfer because the commissioning party is treated as the original owner. A copyright assignment transfers ownership of copyright that already exists. Work-for-hire only applies to specific categories of commissioned works under US law; software is included only if it falls within a recognized category and there is a written agreement. When in doubt, use both a work-for-hire clause and a copyright assignment in the same agreement to ensure full ownership regardless of which doctrine applies.\n",{"question":428,"answer":429},"Does a copyright assignment need to be registered to be valid?","The assignment itself is valid and binding between the parties without registration. However, recording the assignment with the US Copyright Office creates a public record that protects the assignee against subsequent purchasers or claimants who may not have known about the earlier transfer. In most jurisdictions, registration also strengthens your ability to sue for infringement and claim statutory damages. Filing Form TX and Form CON with the Copyright Office is generally recommended after any significant software copyright assignment.\n",{"question":431,"answer":432},"What are moral rights and do they affect a software copyright assignment?","Moral rights are personal rights recognized in many jurisdictions that allow creators to claim authorship and object to modifications that harm their reputation. In Canada, the UK, and most EU countries, moral rights survive copyright assignment unless explicitly waived. This means a developer who assigned the copyright could still object to changes to the software or demand their name be credited. A well-drafted software copyright assignment includes a moral rights waiver — though in France and a few other countries, moral rights cannot be waived entirely and local counsel should be consulted.\n",{"question":434,"answer":435},"What happens if open-source code is embedded in the assigned software?","Open-source components carry their own license terms that survive the copyright assignment. Copyleft licenses such as GPL and AGPL require that any software incorporating them be distributed under the same open-source terms — potentially forcing the assignee to release proprietary modifications publicly. The assignee should require the assignor to disclose all open-source components, warrant the accuracy of that disclosure, and run an automated license scan before executing the assignment.\n",{"question":437,"answer":438},"Can a copyright assignment be reversed?","Generally no, if the agreement uses clear irrevocable language. A properly drafted assignment with 'irrevocably assigns' language is intended to be permanent. However, courts in some jurisdictions may set aside an assignment for fraud, mutual mistake, or inadequate consideration. Under US copyright law, creators also have a statutory termination right — the right to reclaim copyright 35 years after assignment — that cannot be contracted away. This termination right applies to individual creators, not corporations, and is rarely exercised in commercial software contexts.\n",{"question":440,"answer":441},"Do I need a lawyer to draft a copyright assignment for software?","For a straightforward assignment between a freelancer and a domestic client, a well-drafted template typically covers the material terms. Legal review is strongly recommended when the software is central to a fundraising round or acquisition, when either party is in a different country, when open-source components are involved, when the value of the assignment exceeds $50,000, or when the assignor is also a co-founder with equity in the company. A 1–2 hour attorney review typically costs $300–$800 and is worthwhile whenever chain of title matters commercially.\n",{"question":443,"answer":444},"What should be listed in the Schedule A software description?","Schedule A should identify the software by product name and version, the source code repository URL and reference commit or snapshot date, all programming languages and major components, related documentation (technical specs, API references, user manuals), test suites and build scripts, any third-party libraries included with the distribution, and any derivative works. For actively maintained software, a commit hash or tagged release captures the precise state of the codebase at the moment of transfer.\n",[446,450,453,457],{"industry":447,"icon_asset_id":448,"specifics":449},"Technology / SaaS","industry-saas","Investors and acquirers conduct IP due diligence before every funding round; a clean chain of title for the core codebase — backed by executed assignments from all prior contractors and co-founders — is a prerequisite for closing.",{"industry":215,"icon_asset_id":451,"specifics":452},"industry-agency","Agencies routinely assign copyright to clients at project completion; pairing the assignment with a license-back for portfolio and demonstration rights protects the agency's commercial interests without retaining title.",{"industry":454,"icon_asset_id":455,"specifics":456},"Financial services / Fintech","industry-fintech","Regulators and institutional clients require clear IP ownership in licensed software; any ambiguity in chain of title can block regulatory approval of a fintech platform or delay a banking partner integration.",{"industry":458,"icon_asset_id":459,"specifics":460},"Healthcare / MedTech","industry-healthtech","FDA submissions and CE mark applications for software as a medical device require the applicant to demonstrate full ownership of the software; an assignment from any prior contractor or co-developer is a standard part of the regulatory package.",[462,465,467,470],{"vs":104,"vs_template_id":463,"summary":464},"software-license-agreement-D12825","A software license agreement grants a licensee the right to use the software under defined conditions while the original owner retains copyright. A copyright assignment transfers ownership entirely and permanently. Choose a license when you want to commercialize the software to multiple customers; choose an assignment when the goal is a clean transfer of title to a single party.",{"vs":89,"vs_template_id":242,"summary":466},"An independent contractor agreement governs the ongoing working relationship — deliverables, payment, confidentiality, and IP clauses that cause work product to vest in the client as it is created. A copyright assignment is a standalone transfer document used when copyright already exists and needs to be separately conveyed, or when the original contractor agreement lacked an IP assignment clause. Both documents are often needed: the contractor agreement to govern the engagement, the copyright assignment to clean up ownership after completion.",{"vs":121,"vs_template_id":468,"summary":469},"asset-purchase-agreement-D12694","An asset purchase agreement transfers all defined business assets — equipment, contracts, customer lists, and IP — in a single transaction. A copyright assignment for software is a targeted instrument transferring only the specified software copyright, often used as an exhibit within a broader asset purchase. Use the standalone assignment when software is the only asset changing hands; use the asset purchase agreement when software IP is one component of a broader deal.",{"vs":251,"vs_template_id":471,"summary":472},"","An employee IP assignment agreement, typically embedded in or attached to an employment contract, causes all work product created by an employee within the scope of employment to vest in the employer prospectively. A standalone copyright assignment for software addresses code that was created outside the employment relationship — by a contractor, a co-founder, or the employee before their start date — and needs to be retroactively transferred. Both are needed in a thorough IP clearance exercise.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Straightforward assignments from a single freelancer or contractor for domestic projects where the software is not the core commercial asset","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Assignments involving cross-border parties, open-source components, a license-back, or software that will be central to a fundraising round or acquisition","$300–$800 (1–2 hour attorney review)","2–5 business days",{"best_for":483,"cost":484,"time":485},"High-value software acquisitions, multi-party IP consolidations, assignments tied to M&A transactions, or regulated industries requiring verified chain of title","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Under the Copyright Act, copyright in software created by an independent contractor does not qualify as work for hire unless it falls within a listed statutory category and there is a written agreement — neither condition is reliably met for custom software. A written assignment is therefore essential. Under 17 U.S.C. § 203, individual creators retain a statutory right to terminate copyright transfers 35 years after assignment; this right cannot be waived by contract. Recording the assignment with the US Copyright Office is not required for validity but creates a public record that protects the assignee against subsequent claimants.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","The Copyright Act of Canada vests copyright in the author by default; employer ownership of employee-created works applies only within the scope of employment. Moral rights are recognized and survive assignment — they must be explicitly waived by the creator to allow the assignee to modify the software freely. Provincial law (particularly in Quebec under the Civil Code) may affect the interpretation of assignment clauses, and French-language agreements may be required for Quebec-regulated entities.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, copyright in software created by an employee in the course of employment vests in the employer; contractor-created software remains with the contractor absent a written assignment. Moral rights exist under UK law and must be waived in writing — they are not automatically transferred by an assignment clause. Post-Brexit, UK copyright law operates independently of EU directives, but the substantive rules for software copyright remain closely aligned with pre-Brexit EU standards.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","The EU Software Directive (2009/24/EC) harmonizes copyright protection for software across member states, but assignment formalities and moral rights treatment vary by country. In France, moral rights are perpetual and inalienable — they cannot be waived, meaning the assignor retains the right to object to derogatory treatment of the software regardless of what the assignment says. In Germany, copyright cannot be fully transferred; only exclusive exploitation rights can be granted. For cross-EU assignments, the governing law choice is critical, and local counsel review is strongly recommended for commercially significant software.",[242,245,248,508,509,510,511,512,513,514,515,248],"non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","intellectual-property-assignment-D5229","team-work-agreement-D13888","custom-software-development-agreement-D787","technology-transfer-agreement-D919","consulting-agreement-D12711","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":204,"emit_defined_term":204},{"primary_folder":114,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":527},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[523,524,525,526],"intellectual-property","copyright-assignment","software-development","ip-transfer",0.95,"\u003Ch2>What is a Copyright Assignment for Software?\u003C/h2>\n\u003Cp>A \u003Cstrong>Copyright Assignment for Software\u003C/strong> is a legally binding agreement that permanently transfers ownership of the copyright in a software application — including its source code, object code, documentation, APIs, and related materials — from the original creator (the assignor) to a receiving party (the assignee). Unlike a license, which permits use while the original owner retains title, an assignment is a complete and irrevocable conveyance of the underlying intellectual property right itself. In most jurisdictions, copyright in software vests automatically in the person who writes the code at the moment it is created, meaning that paying a developer for their work does not automatically make you the owner — only a written assignment does.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed copyright assignment, your company may not legally own the software it paid to have built. A freelancer who wrote your core application, a co-founder who contributed code before the company was formed, or a contractor who built a feature without an IP clause in their agreement all retain copyright by default under the laws of most jurisdictions. That gap becomes critical the moment you raise a funding round, pursue an acquisition, or face a dispute — investors and acquirers conduct IP due diligence and will request a clean chain of title for every line of code in your product. An undocumented ownership claim can delay or kill a deal entirely. A properly executed copyright assignment for software closes that gap, establishes an unambiguous record of who owns what, and gives you the foundation to register, enforce, and commercialize the IP without interference.\u003C/p>\n",1781186033093]