Software transfer

Software Rights Transfer

Transferring software rights is a serious legal step: a developer or rights holder formally transfers rights to another party — from simple licensing to full copyright assignment. It's crucial to handle this properly to avoid future surprises: ownership disputes, claims from co-authors, or usage problems in the US.

Key Considerations

1. Rights Being Transferred. Exclusive or non-exclusive? Full transfer or limited by time/territory?
2. Other Contributors. Were there third-party developers or contractors involved, and what are their rights to the code?
3. Third-Party Components. Are open-source libraries or external modules with special conditions used?
4. Jurisdiction. Where does the agreement apply and which laws govern (especially important for the US)?
5. Registration. Is registration with the U.S. Copyright Office needed to strengthen legal position?

Transfer Forms

• License. Right to use software while copyright remains with owner. Can be exclusive or non-exclusive. Flexible and secure.
• Full Assignment. All rights transfer to new owner — powerful but requires clear title (no third-party claims).
• Combination. Partial assignment + separate module licenses — often practical for complex projects.

Essential Contract Provisions

1. precise description of transferred rights and limitations;
2. list of co-authors and confirmation of no claims;
3. warranties of clear title and authority to transfer;
4. source code and documentation delivery mechanisms;
5. compensation, liability, and indemnification terms;
6. transfer registration procedures (if needed) and third-party notifications;
7. confidentiality and source code handling conditions;
8. source code escrow for force majeure or support termination.

Due Diligence

Before purchasing/receiving rights, verify:

1. code authorship and contract terms;
2. third-party libraries and their licenses;
3. unregistered rights or outstanding claims;
4. signed rights transfer agreements from all employees/contractors;
5. additional permissions required (export control, crypto restrictions).

US Registration

Registration with the U.S. Copyright Office isn't always mandatory but often important: it strengthens the new rights holder's position in disputes and enables claiming damages and legal fees. Recommended for full assignments or high-value transactions.

Risks of Negligence

• claims from former co-authors;
• violation of open-source component terms;
• inability to fully control software due to incomplete rights;
• financial and reputational losses from legal disputes.

Risk Reduction Recommendations

• execute written agreements with all project participants;
• conduct comprehensive due diligence before transactions;
• register assignments with Copyright Office for major transfers;
• use source code escrow to protect buyers;
• include strong warranties and liability clauses;
• verify compliance with export control and sanction requirements.