Special Note on Contract Assignments:     Back to Description

Before using this QuickForm, be sure to review the assignment provisions (if any) appearing in your Software License Agreement. These are usually labeled "Assignment" or "Non-Assignment." If no specific clause can be found, look to see if the license "grant clause" indicates that the license is "nontransferable".

UCITA has been enacted in Virginia and Maryland. It has also been proposed in additional states. Because UCITA reflects years of study and debate by legal scholars and builds on a foundation of legal precedent and practice, it will be a source of influence even in states that have not enacted it yet.

However, UCITA has its critics and a few states (e.g., North Carolina, West Virginia and Iowa) have enacted UCITA-blocking legislation instructing their courts not to enforce a contractual choice of law provision that attempts to use UCITA as the governing law.

If there is no contractual restriction on assignments, UCITA still requires Licensor consent if:

1.  The transfer is prohibited by law (this could require consent in most commercial license transactions, since some courts have ruled that federal law prohibits transferring run-of-the-mill non-exclusive copyright or patent licenses); or

2.  The transfer would hurt the Licensor by: (i) changing its duty or impairing its property (e.g., assigning a company-wide license from a small company to a large one); (ii) increasing its burden or risk (e.g., assigning a source code license to an untrustworthy recipient), or (iii) jeopardizing return performance (e.g., assigning a license to a recipient who can't pay future fees).

The presence of a no-assignment clause or other legal restriction on assignments under state or federal law has important practical consequences in a corporate sale or merger situation.

For example, a LICENSOR will generally not consent to an assignment if the Licensee has any unpaid invoices until those invoices are paid or the Recipient of the assignment commits to pay them.

Also, depending on what the License Agreement provides, some Licensors demand a Transfer Fee or a waiver of any outstanding claims for defective software.

The LICENSEE may need an Assignment Agreement to satisfy legal covenants in the corporate sale agreement that it has obtained "all necessary third party consents" to the transaction.

The Licensee and Recipient may also need to absolve themselves of any unauthorized use of software if their own deal has already closed.

Note: for more information about UCITA, visit http://www.ucitaonline.com

By clicking to use QuickForms, you agree to our Terms of Use. Please explore for free. Charges apply only if a document is ordered. Copyright 1990-2007 Invisible Hand Software, LLC. All Rights Reserved. QuickForm Contracts, QuickForms and Invisible Hand Software are trademarks or registered trademarks.

QuickForms has helped thousands of users since 1990.  Check out some testimonials:

"QuickForms [is] quick, accurate, cheap and solid... QuickForms is as close as you can get to an expert system in the myriad world of contracts and legalease. QuickForms is leading edge." NCMA, Product Review (Update), Fall 2003. Click here for full text of article:

"The 'Sales Incentive Plan for Employees' is very useful. It looks like it was written for me only. I wish I had found it a year ago." Darrel Adamson, Engrave-A-Crete, Inc.

"We used the Recruiting Agency Agreement and it was accepted without modification by our customer. It was well written and easy to understand. I am glad to have found your web site." Jim Outland, Paragon Data Services.

"Each time I use your service, it gets more valuable! You have saved me HUNDREDS of hours already - well worth the [price] for a document! Keep up the great work!" Martin Focazio, President, Focazio.com Enterprises.

"In terms of cost savings, and timely services, I can't explain how much we are benefited as a small business by accessing your legal forms on the web. You are a true service provider for the new economy small businesses."Kumar S. Dey, President & CEO, Versasoft Consulting Corporation.

"Thank you for your assistance. The [documents] are perfect! Just what I needed and well worth the [price]. I'll be back!" Glenna Weber, GNS Consulting.

"Your contract gave us the tools we needed to cover all the bases. Your site is one of my personal favorites which I plan to use for some time to come." Sergio Avalos, Solutions1.

"I spent the last week downloading every contract that I could find on the web and yours blows them away. My girlfriend is an attorney and gave it a resounding Two-Thumbs Up! My sister is a veteran software designer and said it matches the quality of her high-priced IP attorneys. Your website is going to save me thousands of dollars." Victor Richardson, Software Consultant.

"I purchased the Professional Services Agreement for software design and development. Awesome, simply awesome! Thank you!" Nicholas Holder, Software Consultant.

"I think your forms are spectacular and have no doubt that we will be using them  again." Cathy O'Connor, San Diego Municipal Court, Information Technology Dept.

"Your forms allow me to complete a contract within 10 minutes. GREAT! It was easy and fun to use." Jim Persinger, Consultant.

"I found your new magnificent drafting site! What a great site! With the whole world stepping into cyberspace, your virtual vending machine is a superb invention! It is difficult to imagine how big a step this is for now and in the future!" Helena Haapio, Lexpert Oy, Helsinki, Finland.

Click Here for More Testimonials 

Answer simple questions to create documents online in just 10 minutes.

Documents are delivered by email in word processing format.

Visa MC Amex

Free Legal Guides with Purchase

Check the Status of a Prior Order

Home  | Documents | Testimonials | Reviews | Privacy