What is a software assignment agreement?

A software assignment contract is a legal agreement between two parties in which a software rights holder (licensor) grants another party (licensee) the right to use, copy, distribute or modify the software under certain stated conditions. in the contract.

In this type of agreement, the licensee obtains the rights to use the software, but does not acquire ownership of it. The licensee may have access to the source code or simply receive a license to use the compiled software.

When to use this contract?

This type of contract is used when the owner of the software rights wants to allow another party to use, copy, distribute or modify the software under certain conditions established in the contract.

When not to use this document?

In case you want to transfer an invention, at LexDoka we have the Contract for the assignment of patents, utility models and industrial designs. And to assign trademarks or trade names, we have the Trademark and trade name assignment contract.

Essential content

The essential content included in the software transfer agreement is the following:

• Identification of the parties.
• Price and method of payment.
• Description of the software and territorial scope of application.
• Possible charges in relation to the brand or trade name.
• Technical information that must be provided to the assignor. It is mandatory by regulation that the assignor provide the assignee with all the information necessary for the use of the software to be correct.

Optional content

• Clause that obliges the assignor to inform its clients about the transfer of the software and the assignee’s data.
• Clause that obliges the assignor to provide the list of current clients of the software.

Necessary information

Once the contract is signed, the parties may choose to register the assignment in the Intellectual Property Registry to provide greater security against third parties in relation to the transfer of the software.

The assignment of the software must be made jointly by all the owners, unless a court decides, for reasons of equity and based on the circumstances of the case, to authorize one of the owners to make the assignment.

Applicable law

• Title VIII of Royal Legislative Decree 1/1996, of April 12, which approves the revised text of the Intellectual Property Law.
• Law 7/1998, of April 13, on General Conditions of Contract.
• Civil Code.
• Commercial Code.

How much does it cost to make this contract with LexDoka?

Currently, we do not have an automated model for this contract. However, if you are interested, please let us know through this contact form, and we will take it into account to develop it and notify you when it is available. If you need it urgently, LexDoka offers a personalized contract automation service where we will work together with you to see what your needs are and develop it exclusively for you in the shortest possible time. If you are interested contact us.