III-01 Software Copyrights Transfer Agreement

TEMPLATE
SOFTWARE COPYRIGHTS TRANSFER AGREEMENT
AGREEMENT
SOFTWARE COPYRIGHTS TRANSFER AGREEMENT
This software copyright transfer agreement (“Agreement”) is made in [PLACE] ____________ on

[DATE] ____________ by and between:
1. [COMPANY’S NAME] ____________ with its registered office in [PLACE] ____________,

registered in the entrepreneur register maintained by the [REGISTRY COURT DESIGNATION]
_______________ District Court, [DIVISION NUMBER] ______ Commercial Division of the
National Court Register under KRS NUMBER [KRS NUMBER] ____________, with the taxpayer
identification number (NIP) ______________ and REGON ______________, with the share
capital of PLN [AMOUNT] _________ (“Company”), represented by:
 [FULL NAME] ______________ ‒ [TITLE] ______________,

 [FULL NAME] ______________ ‒ [TITLE] ______________,
and
2. [FULL NAME] ___________________ conducting business activity under the name of [NAME]
_________________, at [ADDRESS] ____________, registered in the Central Register and
Information on Business Activity of the Republic of Poland, having taxpayer identification
number (NIP) ____________ and REGON _____________, (“Contractor”),
The Company and the Contractor shall be further referred to jointly as the “Parties” and individually
as a “Party”.
WHEREAS:
(A) The Parties executed a cooperation agreement on [DATE] ______________ (the “Cooperation
Agreement”).
(B) In performance of the Cooperation Agreement the Contractor created, developed, completed
or worked on Intellectual Property (as defined below);
(C) By executing this Agreement, the Parties intend to confirm a transfer of Intellectual Property
rights onto the Company in connection with the Contractor’s performance of the Cooperation
Agreement.
§ 1.
Subject Matter
1. The subject matter of this Agreement is a transfer onto the Company of copyrights to works
within the meaning of the Copyright and Related Rights Act of 4 February 1994 (further the
“Copyrights”) in the form of software created by the Contractor under the Cooperation
Agreement (the “Intellectual property”).
2. The Parties hereby confirm that to the extent in which, as a result of or in connection with the
execution and performance of the Cooperation Agreement, the Contractor has created,
developed or worked on any software, all of the copyrights to such software, upon its
acceptance, shall be vested in the Company to the extent indicated below.
3. The Parties confirm that the Company holds, without temporal and territorial restrictions, all of
the author’s economic rights to software on the fields of permitted use indicated in the
Cooperation Agreement, as well as in Article 74 item 4 of the Copyrights Law, which includes the
right to:
a) permanently or temporarily multiply the software, in whole or part, by any means and
in any form, including where such multiplication is required for the running,
introduction, display, application, use, transfer and storage thereof;
b) use software (including its forms arising from the exercise of the rights indicated in point
c) below), in particular to run, install, display, obtain access and ensure compatibility
with other IT systems (including the right to multiply the code or the translation of its
form);
c) translate, adjust, change structure or make any other changes in the software, including
in connection with any change of computer infrastructure;
d) to the extent not specified by other provisions hereof - disseminate, including lending or
lease, place software or its copies on the market;
e) introduce changes to any software modifications and adaptations, including the right to
change or extend the software, a system or a system module.
4. The Parties confirm that upon the Company’s acquisition of the author’s economic rights to each
piece of software the Contractor transferred onto the Company an exclusive right to permit
exercise of derivative copyrights with regard to each piece of software on the fields of permitted
use mentioned in the Cooperation Agreement and in item 3 above. The Parties also confirm that
the Contractor granted to the Company consent to dispose of and use derivative works of each
piece of software without territorial restrictions.
5. The Contractor confirms that the software does not infringe on any third-party rights and that
no claims shall be made against the Company or persons acting on the Company’s behalf in
connection with the use of the software and performance of this Agreement by the Parties.
6. The Parties confirm that the Contractor shall not exercise his/her moral rights to the software in
relation to the Company to an extent that might render it difficult or impossible for the Company
to fully use the rights acquired by the Company.
§ 2.
Copyrights transferred free of charge
1. The Parties confirm that the Contractor’s remuneration paid by the Company as set out in the
Cooperation Agreement shall also include remuneration for the transfer onto the Company of
all rights to software referred to in the Agreement, including all of the author’s economic rights
to all of the software on all fields of permitted use listed in § 1 item 3 above, for the transfer of
the exclusive right to permit exercise of derivative copyrights with respect to each piece of
software and for giving representations, warranties and consents to the Company.
2. The Parties confirm that the remuneration paid by the Company set out in the Cooperation
Agreement includes the use of the rights to the software by the Company (and third parties with
2
the Company’s consent) on the territory of the entire world. The Contractor is not entitled to
any additional remuneration for the above.
§ 3.
Other provisions
1. The Parties confirm that the Company’s rights to software referred to in this Agreement are held
without any territorial restrictions. If the transfer of any of these rights onto the Company
requires any additional factual and legal actions, the Contractor shall effect such actions on the
Company’s request.
2. To the extent not performed before the date of this Agreement the Contractor shall deliver to
the Company all information and data necessary to use the Intellectual Property rights, including
source codes.
3. This agreement represents the entire understanding of the Parties regarding Intellectual
Property rights and supersedes all prior written or oral arrangements between the Parties in the
above scope.
4. Any amendments to the Agreement shall be made in writing, otherwise being null and void.
5. This Agreement has been executed in two counterparts, one for each Party.
For the Company: Contractor:
……………………………… ………………………………
[FULL NAME] [FULL NAME]
[TITLE]
………………………………
[FULL NAME]
[TITLE]

III-01 Software Copyrights Transfer Agreement

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TEMPLATE

SOFTWARE COPYRIGHTS TRANSFER AGREEMENT

This software copyright transfer agreement (“Agreement”) is made in [PLACE] ____________ on

1. [COMPANY’S NAME] with its registered office in [PLACE] ,

 [FULL NAME] ‒ [TITLE] ,

For the Company: Contractor:

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