Software Representations and Warranties in M&A Agreements
(Pro-Buyer) (Long Form)

Summary

This Software Representations & Warranties in M&A Agreements template sets forth software representations and warranties typically included in stock purchase or asset purchase agreements, drafted from the buyer's perspective. This template should be tailored for the specific facts and circumstances of the proposed arrangement. This template includes practical guidance and drafting notes. M&A deals often involve sellers that possess or use software that is essential to the conduct of their business. In these situations, buyers typically require that sellers make certain disclosures and provide assurances regarding the validity, ownership, and protection of the software. For a more detailed discussion on issues involving software assets in M&A transactions, see Mergers and Acquisitions in the Technology Space. This template does not address IP representations and warranties typically included in an asset purchase or stock purchase agreement. For a more detailed discussion on IP representations and warranties, see Acquiring IP Assets — IP Representations & Warranties. For sample IP representations and warranties clauses, see: • IP Representations and Warranties in Asset Purchase Agreements (Pro-Buyer, Long Form) • IP Representations and Warranties in Asset Purchase Agreements (Pro-Seller, Long Form) • IP Representations and Warranties in Stock Purchase Agreements (Pro-Buyer, Long Form) • IP Representations and Warranties in Stock Purchase Agreements (Pro-Seller, Long Form)