Software Asset Purchase Agreement

The agreement includes a wide range of sellers and buyers` guarantees and sales-related insurance. Some specific seller liabilities listed related to the operation of the purchased target are borne by the buyer. This agreement can be executed in one or more counterparties, each of which is considered an original copy of this agreement and which, together, is considered the same agreement. In order to achieve these objectives, the buyer wishes to purchase from the seller the software, brands and other acquired assets, if the seller wishes to sell the same thing to the buyer and if the parties wish to make other commitments against each other, while the following. It is recognized that existing licenses and maintenance obligations between the company and the licensees are maintained in accordance with their terms, regardless of the transfer of the software to the purchaser, and that the seller is entitled to apply each taker`s obligations in the context of the performance obligations. The seller must immediately notify the buyer in writing of any substantial breach of confidentiality, use, reproduction or distribution requirements, any provision relating to the protection of intellectual property or similar provisions of a licensing agreement brought to the seller`s attention. In the case of such a substantial breach, the seller reasonably cooperates with the purchaser to enforce these provisions, including the finding of a late payment in accordance with the corresponding agreement, if the purchaser requires it, and including the authorization to authorize the purchaser to take action on behalf of the company on behalf of the agreement in order to enforce the company`s rights under the agreement; However, the seller is not required to bear any costs associated with such cooperation, unless the buyer agrees to reimburse them. (d) brokerage or research fees, commissions or similar payments arising from an agreement or agreement made or purportedly made by a person with the seller (or a person acting on his or her behalf) in connection with one of the proposed transactions; 2. The sales contract.

This contract is subject, in all respects, to the terms of the sale agreement and to all the assurances, guarantees, agreements and agreements contained in the sales contract, all in force for the performance and delivery of this agreement in accordance with the terms of the sale agreement. No provision in this agreement is considered to be replaced, extended or amended if the commitments, agreements, agreements or guarantees of the parties in the sales contract are replaced or amended. « Escrow requirement, » any provision of a software license or other agreement between a vendor and a software taker that imposes an absolute or dependent obligation on the company to enter into a trust agreement in favour of the licensee or (b) impose an absolute or dependent obligation on the company to disclose or deliver the source code of one of the software directly to the licensee.