Software Acquisition Agreement

Parties

• Seller (of software assets)
• Purchaser (of software assets)

When To Use

For use where Seller is selling all ownership rights in one or more software products to Purchaser (this is not a licensing agreement; it is an asset sale and acquisition agreement).

Provides for a complete transfer and assignment of all intellectual property ("IP") rights in software product(s).

Example: a software publisher desires to sell ownership of all IP rights in a single software product, or line of products, to a purchaser.

This is similar to an asset acquisition agreement for the sale of a business, except that it is not as complex since only one product, or a single line of products, is involved.

"Intelligent" Document Assembly Does Work For You

This is not a static downloadable form -- my embedded logic selects, orders, arranges, and formats my carefully worded clauses from the database and "intelligently" assembles your document -- you're empowered to create a near-custom agreement with 1000's of meaningful variations.

Features And Options

• The keys to a successful Software Asset Acquisition Agreement are to provide for the ownership transfer of the IP of the various elements in the Software Product while protecting the Seller with the appropriate reps and warranties -- this Agreement provides the necessary tools and options in these areas
• Provides for a complete transfer and assignment of all intellectual property rights in software product(s)
• Purchase price paid either in all cash, or cash plus promissory note
• Closing may be at the same time as contract execution or at a later time after Purchaser's due diligence inquiry is completed
• Optional covenant not to compete for Seller
• Covers assignment of related license agreements
• Provides for Seller's software product title representations and warranties

Unlimited Drafting Benefit

One of the great benefits of our online contract drafting service is that if you're not sure how to structure your transaction, or if you want to develop "fall back" positions for negotiation purposes, you may draft alternate variations of this document at no extra charge to assist you in developing your strategies.

If you have any questions, contact me.