Software License Transfer Agreement

Software License Transfer Agreement

This Software License Transfer Agreement ("Agreement") is made effective as of Effective Date: by and between Assignor Name: , with principal place of business at Assignor Address: ("Assignor"), and Assignee Name: , with principal place of business at Assignee Address: ("Assignee").

RECITALS

WHEREAS, Assignor is the current licensee or holder of certain software rights under that certain license agreement described as License Agreement Title: dated License Agreement Date: (the "Original License");

WHEREAS, Assignor desires to transfer, assign and convey to Assignee, and Assignee desires to accept, certain of Assignor's rights and obligations under the Original License to the extent permitted by the Original License and applicable law; and

WHEREAS, the parties intend that the transfer effected by this Agreement shall operate to vest Assignee with the rights specified in this Agreement and to bind Assignee to the obligations specified herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Software" means the computer programs, source code, object code, documentation, updates, and related materials specifically identified in Schedule A:

1.2 "Transfer" means the assignment, conveyance and delivery of the license rights described in Section 2 below.

2. ASSIGNMENT AND TRANSFER

2.1 Subject to the terms and conditions of this Agreement and subject to any required third-party consents specified in Section 6, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the License Rights described in Schedule A, including all rights to use, exercise, and enforce such rights to the extent assignable under the Original License.

2.2 The transfer effected by this Agreement excludes any rights expressly retained by Assignor or reserved to third parties under the Original License, and excludes any liabilities of Assignor that are specifically identified in Schedule B:

3. CONSIDERATION

3.1 As full and complete consideration for the assignment and transfer set forth in Section 2, Assignee shall pay to Assignor the amount of Consideration: payable in accordance with the payment terms set forth below.

3.2 Payment Terms:

4. DELIVERY; ACCEPTANCE

4.1 On the Effective Date or such other date as the parties agree in writing, Assignor shall deliver to Assignee all materials, documentation, executables and any reasonably required assistance to enable Assignee to exercise the License Rights. Deliverables and transitional assistance are described in Schedule C:

4.2 Acceptance. Assignee shall have a period of Thirty (30) days from delivery to identify any material defects in the delivered materials. Failure to provide written notice of defects within such period shall constitute acceptance.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants to Assignee that: (a) Assignor has full power and authority to enter into and perform this Agreement; (b) to Assignor's knowledge, the assignment of the License Rights will not materially violate any agreement to which Assignor is a party; (c) Assignor has not granted any conflicting transfer or security interest in the License Rights except as disclosed in Schedule D:

5.2 ASSIGNOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

6. THIRD-PARTY CONSENTS; COMPLIANCE

6.1 If the Original License requires consent or notification to effectuate an assignment, the parties shall cooperate in seeking such consent and shall use commercially reasonable efforts to obtain it. Required consents identified by Assignor:

6.2 Each party shall comply with all applicable laws, regulations and contractual obligations in performing its duties under this Agreement.

7. CONFIDENTIALITY

7.1 The parties acknowledge that during performance of this Agreement they may receive Confidential Information of the other. "Confidential Information" includes source code, trade secrets, technical documentation and business information identified in writing as confidential. Each party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

7.2 The obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except that source code and trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

8. TAXES AND FEES

8.1 Unless otherwise provided, Assignee shall be responsible for any sales, transfer, value-added or similar taxes, fees or governmental charges arising from the Transfer. Each party shall bear its own income taxes arising from any amounts received under this Agreement.

9. INDEMNIFICATION

9.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any third-party claim arising out of Assignor's breach of Section 5 (Representations and Warranties) or any willful misconduct by Assignor in connection with the matters assigned.

9.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any third-party claim arising from Assignee's use of the Software after the Effective Date, including claims arising from modification, distribution or sublicensing in violation of the Original License.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the amount of consideration actually paid by Assignee to Assignor hereunder.

11. TERMINATION

11.1 This Agreement may be terminated by mutual written agreement of the parties. In addition, a non-breaching party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any material obligation and fails to cure such breach within the notice period.

11.2 Termination shall not relieve a party of obligations that by their nature survive termination, including Sections 5 (to the extent applicable), 7, 9, 10 and 12.

12. MISCELLANEOUS

12.1 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party shall designate by written notice. Notices shall be deemed given upon receipt. Assignor Notice Address:

12.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties.

12.3 Waiver. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right unless the waiver is in writing and signed by the waiving party.

12.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

12.5 Assignment; Successors. Except as otherwise provided herein, neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that Assignee may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets without Assignor's consent, provided Assignee remains liable for performance.

12.6 Further Assurances. Each party shall execute and deliver such further instruments and do such further acts as may be reasonably necessary to effectuate the purposes of this Agreement.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State/Province: without regard to conflict of laws principles.

13.2 Exclusive Venue. The parties submit to the exclusive jurisdiction of the courts located in Jurisdiction City/County: for resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with Schedules A through D and any written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent as closely as possible.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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