THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………


  1. [Seller’s Full Legal Name], with its principal place of business at [Seller’s Address] hereinafter referred to as (“Seller”),


  1. [Buyer’s Full Legal Name], with its principal place of business at [Buyer’s Address] hereinafter referred to as (“Buyer”).


WHEREAS, Seller has developed a software program known as [Software Name], which includes the source code and related materials (collectively referred to as the “Software”);

WHEREAS, Buyer wishes to purchase the Software from Seller for the agreed consideration;

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereby agree as follows:


3.1 Purchase Price: In consideration of the transfer of the Software and the rights herein granted, Buyer shall pay Seller the sum of [X Amount in Currency] (“Purchase Price”). The Purchase Price shall be paid by [Payment Method] and shall be due and payable upon the execution of this Agreement.

3.2 Payment Details: Payment shall be made to the following account:

Account Name: [Seller’s Account Name]

Bank Name: [Bank Name]

Account Number: [Account Number]

Routing Number: [Routing Number]

SWIFT Code: [SWIFT Code]

Any applicable bank charges shall be borne by Buyer.

  1. TERM:

4.1 This Agreement shall commence on the Effective Date and shall automatically terminate upon the completion of the transaction contemplated herein, including the successful receipt of the Purchase Price by the Seller.


5.1 Transfer of Ownership: Upon receipt of the Purchase Price in full, Seller hereby assigns and transfers to Buyer all right, title, and interest in and to the Software, including but not limited to the source code, user documentation, design specifications, and any associated intellectual property rights.

5.2 License Grant: Buyer is granted an exclusive, irrevocable, worldwide, royalty-free license to use, modify, reproduce, distribute, sublicense, and create derivative works based on the Software for any lawful purpose.


6.1 Seller’s Representations: Seller represents and warrants that:

  1. a) The Software has been developed solely by Seller and is the result of Seller’s own efforts for its own account.
  2. b) The Software is free and clear of all liens, claims, encumbrances, rights, or equities whatsoever of any third party.
  3. c) The Software does not infringe any patent, copyright, trade secret, or other proprietary rights of any third party.

7.1 Assistance Period: Upon completion of the purchase, Seller agrees to provide Buyer with reasonable assistance for a period of one week to facilitate the transfer of the Software and to help Buyer understand the Software’s structure and functionality.


8.2 Seller’s Retained Rights: Notwithstanding the transfer of ownership and rights to the Software as outlined in Section 5, Seller retains the right to use any general knowledge, concepts, methodologies, techniques, or insights gained during the development of the Software for its own business purposes, provided that such use does not directly compete with Buyer’s use of the Software.

8.3 Seller’s Intellectual Property: Seller’s Intellectual Property: Except for the rights expressly transferred to Buyer under this Agreement, Seller retains all rights, title, and interest in and to its pre-existing intellectual property, including any patents, copyrights, trademarks, or trade secrets related to the Software or its development.


9.1 Transfer to Acquiring Company: In the event that Buyer undergoes a merger, acquisition, or change of control and is acquired by another company, Buyer has the right to transfer the Software and all associated rights to the acquiring company without prior notification to Seller.


10.1 Seller’s Warranty: Seller represents and warrants that, for a period of [Warranty Period] from the date of execution of this Agreement, the Software shall substantially conform to the specifications provided by Seller.

10.2 Exclusive Remedy: In the event that the Software fails to conform to the specifications during the Warranty Period, Buyer’s exclusive remedy shall be, at Seller’s option, either:

  1. a) Correction of Defects: Seller will use commercially reasonable efforts to correct any material defects or non-conformities in the Software, provided that Buyer promptly notifies Seller in writing of such defects and provides reasonable details regarding the nature of the defects.
  2. b) Replacement: If Seller is unable to correct the defects within a reasonable time, Seller may, at its sole discretion, replace the Software with a version that conforms to the specifications.

10.3 Exclusions: This limited warranty shall not apply to any defects or non-conformities arising out of:

  1. a) Modifications, alterations, or additions to the Software made by anyone other than Seller or its authorized representatives.
  2. b) Use of the Software in a manner not authorized by this Agreement or in violation of applicable laws.
  3. c) Third-party software, hardware, or services integrated with the Software.
  4. d) Unauthorized changes to the Software’s source code or documentation.

11.1 Indemnification by Seller: Seller agrees to defend, indemnify, and hold harmless Buyer, its affiliates, directors, officers, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to any third-party claim alleging that the Software infringes upon or misappropriates any patent, copyright, trade secret, or other intellectual property right.


This Agreement shall terminate automatically upon the occurrence of any of the following events:

  1. Completion of Transaction: This Agreement shall be deemed terminated upon successful completion of the transaction contemplated herein, including the receipt of the Purchase Price by the Seller.
  2. b) Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach by the other party of any provision of this Agreement, unless the breaching party remedies the breach within [Cure Period] days of receiving written notice specifying the breach.

13.1 In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter amicably through mediation. If mediation does not result in a resolution, the dispute shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association. The costs of mediation and/or arbitration shall be borne by the party initiating the dispute.


Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law principles.

Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of Delaware, and the parties hereby submit to the personal jurisdiction of such courts.


15.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.


16.1 Any amendments or modifications to this Agreement must be made in writing and signed by both parties.


17.1 This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.

  1. WAIVER:

18.1 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.

IN WITNESS WHEREOF, the Parties hereto have executed this Software Purchase Agreement as of the date first above written.

Signed by or on behalf of:


SELLER                                                  BUYER

NAME:                                                     NAME:

____________________________               ___________________________

SIGNATURE:                                              SIGNATURE:

____________________________              ___________________________

DATE:                                                       DATE:

____________________________               ___________________________

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