SOFTWARE TRANSFER ✅ BUSINESS ✅ SERVICES

STAGE 1: Legal Situation Analysis and Rights Audit

Lawyer's Actions:

Determination of rights type to be transferred (copyrights, exclusive/non-exclusive licenses, related rights).

Verification of copyright registration with U.S. Copyright Office (if applicable).

Analysis of initial agreements (e.g., with developers, freelancers, co-founders).

Identification of rights owner (company, individual, third-party developer).

STAGE 2: Drafting the Rights Transfer Agreement

Lawyer's Actions:

Drafting software rights transfer agreement (in compliance with US law, particularly Copyright Act).

Defining terms: scope of transferred rights, territory, duration, royalties (if license), indemnification, warranties.

Negotiating provisions regarding derivative works, updates, maintenance.

Adding confidentiality and non-compete clauses (if required).

STAGE 3: Counterparty Negotiations and Revisions

Lawyer's Actions:

Representation during negotiations (via email or calls).
Making contract revisions according to parties' positions.
Verification of compliance with initial obligations (e.g., investment agreements, NDA).

STAGE 4: Contract Signing and Registration Procedures

Lawyer's Actions:

Organization of document signing (electronic or physical).
If required — registration of changes with Copyright Office (CA or PA form, with fee payment).
Issuance of Legal Opinion Letter for investor or auditor if needed.

STAGE 5: Post-Transfer — Consultations and Support

Lawyer's Actions:

Responding to parties' inquiries.
Rights protection after transfer (in case of disputes or breach of terms).
Assistance with incorporating terms into Term Sheet, Cap Table or Pitch Deck.

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Software Transfer

Software transfer is a legally significant process in which a rights holder (such as a developer, company, or investor) transfers to another party (an individual or legal entity) the right to use, manage, or fully own a software product. This may involve licensing or full copyright assignment.

The process must comply with applicable legal requirements, including U.S. legislation, if the software is developed, distributed, or used within the jurisdiction of the United States.

Key factors considered in software transfer:

the type of rights being transferred (exclusive, non-exclusive, time-limited, or geographically limited);
third-party involvement in the software’s development and the scope of their rights;
agreement form and content: governing law, liability limitations, terms, and termination clauses;
whether registration of the transfer is necessary (e.g., with the U.S. Copyright Office);
protection of confidential information and source code.

Legal support in the software transfer process includes:

legal audit of the software and related documentation;
identifying the most suitable transfer mechanism;
drafting agreements in accordance with the laws of the applicable jurisdiction (including U.S. law);
registration of the transfer, if required;
support during negotiations, signing, and implementation of the agreement.

Conclusion

A properly structured software transfer ensures legal certainty, protects all parties’ interests, and minimizes the risk of future disputes. Preliminary consultation helps assess legal risks and build a clear, compliant strategy.