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A software purchase agreement is a document that outlines the terms of use for an application after it has been purchased. It should include information on how updates will be handled, cancellation policies, and more.
Software purchase agreements include fees and price for purchase, who will be responsible for updating the software, and who ultimately owns the software. Just because a business purchases software for their operations does not mean they own the software outright.
Below is a list of common sections included in Software Purchase Agreements. These sections are linked to the below sample agreement for you to explore.
SOFTWARE PURCHASE AGREEMENT
This SOFTWARE PURCHASE AGREEMENT is made as of this 22nd day of September 2016 (this “Agreement”) by and among LANS HOLDINGS, INC., a Nevada corporation (the “Company”), on the one hand, and TRANSACTION DATA USA INC. and Melcent Technology SRL (together, the “Seller”) on the other hand. The Company and the Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company and Transaction Data USA Inc. entered into an Asset Purchase and Restructure Agreement (the “Purchase Agreement”), dated April 17, 2015, whereby the Company acquired certain assets from Transaction Data USA Inc.
WHEREAS, there were certain Excluded Assets in the Purchase Agreement, namely, for purposes of this Agreement, a PSWITCH processor network interface component of the “platform” mentioned in Section 7.5 of the Purchase Agreement (referred to as the Software, as defined more fully elsewhere in this Agreement).
WHEREAS, the Seller is the owner of the Software;
WHEREAS, the Seller wishes to sell to the Company, and the Company wishes to purchase from the Seller, the Software on the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, the effect of this Agreement is to cancel Section 7.5 of the Purchase Agreement, as the Company, at Closing, will own the property referred to in the revenue share between the Company and Transaction Data USA Inc.;
NOW THEREFORE, in consideration of the premises and mutual covenants and agreements contained in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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(a) “Application” shall mean a computer program or group of computer programs designed for end users;
(b) “Certificate of Designation” is the legal document that contains the rights, powers and privileges of the Company’s Series B Preferred Stock, as set forth in Exhibit A.
(c) “Closing” means the closing of the transactions contemplated in this Agreement;
(d) “Closing Date” means the date of Closing;
(e) “Company Shares” means the 750,000 shares of Series B Preferred Stock of the Company to be issued to the Seller on Closing.
(f) “Components” includes include all assets, i.e. any and all elements of the Software including without limitation any and all graphics, 3D models, 3D files, textures, layout, maps, sketches, pictures, design documents, graphic files and tools. Such Components shall be provided in the two following forms: the RAW data form, as it directly comes out of the commercially available tools used by Seller, and software data form in a form that is readable by the software during runtime;
(g) “Encumbrances” means any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, causes of action or demands of any nature whatsoever and however arising;
(h) “Improvement” or “Improvements” means any modification or variant of the Software which, if manufactured, used, or sold, would fall within the scope of the Software;
(i) “Intellectual Property” means: all (i) discoveries and inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all United States, international, and foreign patents, patent applications (either filed or in preparation for filing), patent disclosures and statutory invention registrations, including all reissuances, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, and other source identifiers (whether or not registered) including all common law rights, all registrations and applications for registration (either filed or in preparation for filing) thereof, all rights therein provided by international treaties or conventions, and all renewals of any of the foregoing, (iii) all copyrightable works and copyrights (whether or not registered), all registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all data and documentation relating thereto, (iv) confidential and proprietary information, trade secrets, know-how (whether patentable or nonpatentable and whether or not reduced to practice), processes and techniques, research and development information including patent and/or copyright searches conducted by Seller and/or any third party, ideas, technical data, designs, drawings and specifications, (v) Software, (vi) coded values, formats, data and historical or current databases, whether or not copyrightable, (vii) domain names, Internet websites or identities used or held for use by the Seller, (viii) other proprietary rights relating to any of the foregoing (including without limitation any and all associated goodwill and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions), and (ix) copies and tangible embodiments of any of the foregoing.;
(j) “Inventions” means the PSWITCH component of the Software as set forth in Schedule A of this Agreement;
(k) “Know-how” means all know-how, knowledge, expertise, works of authorship, prototypes, technology, information, patterns, plans, designs, research, research data, trade secrets, drawings, unpatented blue prints, flow sheets, equipment or parts lists, descriptions, instructions, manuals, data, records, procedures, materials or tools relating to the Inventions or to the design, development, manufacture, use or commercial application of the Inventions;
(l) “Object Code” means the machine-readable binary version of a computer program that is used by the computer to run the program ;
(m) “Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or any agency or subdivision thereof) or any other entity of any kind;
(n) “SEC Reports” has the meaning set forth in Section 4.2(h) of this Agreement;
(o) “Software" means the PSWITCH software Application, including the Invention, Source Code, Object Code, Components and Tools, as set forth in Schedule “A” ;
(p) “Source Code” means, with respect to the Software, the computer programs relating thereto in human readable form, including programmers’ comments, data files and structures, header and include files, macros, object libraries, programming tools not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable an independent third party programmer with a reasonable level of programming skills to create, maintain, modify or enhance the Software without the help of any other person. Data files containing Source Code must be in standard ASCII format and be readable by any commercially available text editor;
(q) “Tools” mean all of the Seller’s proprietary tools used for the development of the Software and their related Source and Object Code;
(r) “Transaction Documents” means this Agreement, and all exhibits and schedules hereto and thereto and any other documents or agreements executed in connection with the transactions contemplated hereunder; and
(s) “US Exchange Act” means the United States Securities Exchange Act of 1934, as amended; and
(t) “US Securities Act” means the United States Securities Act of 1933, as amended.
2. SALE, ASSIGNMENT AND TRANSFER OF SOFTWARE
2.1. Sale and Assignment of Software . On the terms and subject to the conditions set forth in this Agreement, the Seller hereby covenants and agrees to sell, assign, transfer and convey all of its rights, title and interests in and to the Software to the Company free and clear of any and all Encumbrances whatsoever and the Seller further agrees to waive any moral rights that the Seller may have with respect to the Software in favor of the Company.
2.2. Purchase Price and Consideration for Software . In consideration for the sale, assignment, transfer and conveyance of the Software by the Seller to the Company and the waiver by the Seller of any moral rights they may have with respect to the Software, the Company agrees to issue 750,000 Company Shares of the Company to the Seller on Closing. The Company Shares shall be equally divided amongst the Seller. The features of the Company shares are set forth in the Certificate of Designation attached hereto as Exhibit A.
2.3. Further Assurances . At any time after Closing, and from time to time thereafter, the Seller shall, upon the Company’s written request, and at the Company’s expense, take any and all action and execute, acknowledge and deliver to the Company any and all further instruments and assurances necessary or expedient in order to fully vest in the Company the Software and to facilitate the Company’s enjoyment, defense and enforcement thereof. If, at any time after Closing, any entity or person directly or indirectly controlled by the Seller (a “Seller Affiliate”) is determined or deemed to have any right, title or interest in or to the Software, the Seller agrees to use their best efforts to cause that Seller Affiliate to transfer, assign, convey or release in favor of the Company any and all right, title or interest that Seller Affiliate may have in or to the Software without payment of any additional consideration by the Company. The Seller hereby irrevocable designates and appoints the Company and its duly authorized officers and agents, with full power of substitution, as the Seller’s agents and attorneys-in-fact to act for and on behalf and instead of the Seller, to take any and all actions, including proceedings at law, in equity or otherwise, to execute, acknowledge and deliver any and all instruments and assurances necessary or expedient in order to fully vest in the Company or perfect the sale, transfer, assignment and conveyance of the Software to the Company or to protect the same or to enforce any claim or right of any kind with respect thereto. The forgoing power is coupled with an interest and is irrevocable.
2.4. Later Improvements . If, after the date of this Agreement, the Seller, or any of them, develop or discover, or is a co-developer or co-discoverer of any Improvement, then such Seller shall promptly sell, assign and transfer the Improvement and all of that Seller’s rights to such Improvement to the Company without the payment of any additional payment or consideration.
2.5. Delivery of Know-how and Intellectual Property . The Seller shall communicate to the Company all Know-how and Intellectual Property in the possession of the Seller reasonably relevant to the Software. The Seller will continue to communicate to the Company all such further Know-how and Intellectual Property as may later come into the possession of any of the Seller.
2.6. Confidential Information . All Know-how, Intellectual Property and other technical information relating to the Software in the possession of the Seller shall be deemed to be confidential information. The Seller shall not disclose or authorize the disclosure of such information to any third party, except with the prior express written consent of the Company. The Seller shall take reasonable precautions to prevent the unauthorized disclosure to third parties of all such confidential information
3. CLOSING AND CONDITIONS OF CLOSING