Here is a basic Software Purchase Agreement in MS Word format. It can be used for deals that are more or less straightforward, not too complex.
Key aspects:
– Seller represents and warrants that he has developed the Software entirely through its own efforts. The Software does not infringe any copyright or trade secret of any third party. The source code and system specifications for the Software have been maintained in confidence. There are no other agreements with respect to the marketing, distribution, licensing, or promotion of the Software.
– Seller agrees to execute further conveyance instruments and take such further actions as may be necessary or desirable to evidence more fully the transfer of ownership of all of the Software to Buyer.
– Indemnification by Buyer. Buyer will defend, at his sole expense, any claim brought against Seller which is based upon a claim arising out of the Buyer’s use of the Software. Buyer will pay any damages and costs assessed against Seller.
– Confidentiality.
– Software is sold “AS IS,” with no warranties, no support or bug fixes.
– Seller agrees to execute further conveyance instruments and take such further actions as may be necessary or desirable to evidence more fully the transfer of ownership of all of the Software to Buyer.
– Indemnification by Buyer. Buyer will defend, at his sole expense, any claim brought against Seller which is based upon a claim arising out of the Buyer’s use of the Software. Buyer will pay any damages and costs assessed against Seller.
– Confidentiality.
– Software is sold “AS IS,” with no warranties, no support or bug fixes.
– This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous agreements, any representations or communications.
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SOFTWARE PURCHASE AGREEMENT
This Software Purchase Agreement (the “Agreement”) is made this ___ day of ________________, 2016 (the “Effective Date”), by and between_______________________________________ (the “Seller”), and _______________________________________ (the “Buyer”).
RECITALS
A. Seller owns all right, title, and interest in and to that certain software identified as “___________” (the “Software”);
B. Seller desires to sell, assign, grant, convey, and transfer the Software to Buyer, and Buyer desires to buy and acquire the Software, in accordance with the terms and conditions of this agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, hereby agree as follows:
AGREEMENT
1. SUBJECT MATTER
1.1. Software means, collectively, the full version of “____________” delivered to Buyer in source code and object code forms. The Software is ____________________[description]_____.
2. CONVEYANCE OF RIGHTS
2.1. Seller hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Buyer all of Seller’s right, title, and interest in and to both the tangible and the intangible property constituting the Software, in perpetuity (or for the longest period of time otherwise permitted by law), including the following:
(a) Title to and possession of the media, devices, and documentation that constitute all copies of the Software, its component parts, and all docum
entation relating thereto, possessed or controlled by Seller, which are to be delivered to Buyer pursuant to Section 3 of this Agreement;
(b) All Copyright interests owned or claimed by Seller pertaining to the Software;
(c) All right, title, and interest of Seller in and to the inventions, discoveries, improvements, ideas, trade secrets, know-how, confidential information, and all other intellectual property owned or claimed by Seller pertaining to the Software.
3. DELIVERY OF PHYSICAL OBJECTS
3.1. Within ten (10) days after the receipt of the Purchase Price in full, Seller shall deliver to Buyer: (1) its entire inventory of copies of the Software in object code form; (2) a master copy of the Software (in both source and object code format), which shall be in a form suitable for copying; and (3) all documentation, if any, pertaining to the Software.
4. PAYMENT
4.1. Purchase Price. Buyer agrees to pay to Seller, within ten (10) days from the Effective Date, the lump sum of ________________ US Dollars ($__________) via an ACH transfer to an account designated by Seller. .
4.2. Taxes. The amount payable to Seller by Buyer under this Section 4 is inclusive of any federal, state or local sales, use, or other taxes or fees which Seller may be required to pay or collect upon the delivery of Software or upon collection of the fee.
5. TITLE
5.1. Seller represents and warrants that:
(a) Upon receipt of the Purchase Price in full, Seller shall transfer to Buyer complete and exclusive right, title, and interest in and to all tangible and intangible property rights existing in the Software.
(b) He has developed the Software entirely through its own efforts for its own account and that the Software is free and clear of all liens, claims, encumbrances, rights, or equities whatsoever of any third party.
(c) The Software does not infringe any copyright or trade secret of any third party;
(d) The source code and system specifications for the Software have been maintained in confidence;
(e) All personnel, including agents, consultants, and contractors, who have contributed to or participated in the conception and development of the Software either (1) have been party to a work-for-hire relationship with Seller that has accorded Seller full, effective, and exclusive original ownership of all tangible and intangible property arising with respect to the Software or (2) have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to Seller full, effective, and exclusive ownership of all tangible and intangible property thereby arising with respect to the Software;
(f) There are no agreements or arrangements in effect with respect to the marketing, distribution, licensing, or promotion of the Software by any independent salesperson, distributor, sublicensor, or other remarketer or sales organization.
6. FURTHER ASSURANCES
6.1. Seller shall execute and deliver such further conveyance instruments and take such further actions as may be necessary or desirable to evidence more fully the transfer of ownership of all of the Software to Buyer. Seller therefore agrees:
(a) To execute, acknowledge, and deliver any affidavits or documents of assignment and conveyance regarding the Software;
(b) To provide testimony in connection with any proceeding affecting the right, title, or interest of Buyer in the Software; and
(c) To perform any other acts deemed necessary to carry out the intent of this Agreement
7. CONFIDENTIALITY
7.1. The parties agree to hold each other’s Confidential Information in confidence for a period of five (5) years following the Effective Date of this Agreement. The parties agree, that unless required by law, they shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
7.2. A party’s “Confidential Information” shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is required to be disclosed by any judicial or governmental requirement or order (provided that Recipient timely advises the disclosing party of the governmental demand for disclosure).
8. ACKNOWLEDGMENT OF RIGHTS
8.1. In furtherance of this Agreement, Seller hereby acknowledges that, from and after the Effective Date of this Agreement, Buyer has acceded to all of Seller’s right, title, and standing to:
(a) Receive all rights and benefits pertaining to the Software and the Agreements;
(b) Institute and prosecute all suits and proceedings and take all actions that Buyer, in its sole discretion, may deem necessary or proper to collect, assert, or enforce any claim, right, or title of any kind in and to any and all of the Software;
(c) Defend and compromise any and all such action, suits, or proceedings relating to such transferred and assigned rights, title, interest, and benefits, and perform all other such acts in relation thereto as Buyer, in its sole discretion, deems advisable.
9. DISCLAIMER OF WARRANTY; NO SUPPORT
9.1 SELLER ASSIGNS THE SOFTWARE TO BUYER “AS IS,” AND SELLER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR MERCHANTABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER HEREBY REPRESENTS AND WARRANTS THAT HE HAS HAD SUFFICIENT OPORTUNITY TO EXAMINE THE SOFTWARE, ITS FUNCLIONALITY AND LIMITATIONS. BUYER ASSUMES ALL RISKS AND LOSSES RELATED TO THE SOFTWARE.
9.2. Seller shall have no obligation to provide any support, upgrades, modifications, bug fixes or maintenance for the Software.
10. INDEMNITY
10.1. Buyer will defend, at his sole expense, any claim, suit or proceeding brought against Seller which is based upon a claim arising out of the Buyer’s use of the Software. Buyer will pay any damages and costs assessed against Seller (or payable by Seller pursuant to a settlement agreement) in connection with the proceeding.
11. MISCELLANEOUS
11.1. Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, together with their respective legal representatives, successors, and assigns.
11.1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles that would result in application of any other law. Any claim arising out of or related to this Agreement shall be resolved by binding arbitration conducted in Orange County, California, by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. Any court with jurisdiction over the parties may enforce the arbitrator’s award. PARTIES UNDERSTAND THAT THIS CLAUSE MEANS THEY WAIVE THEIR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
11.2. Entirety and Amendment. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, any representations or communications. The terms of this Agreement may not be amended except by a writing executed by both parties.
[Signature page follows]
WHEREAS, the parties have executed this Agreement as of the Effective Date first written above.
BUYER SELLER
By _____________________________ By _____________________________
Date ___________________________ Date ___________________________
