The sales contract is one of the most important documents in the commercial life of an owner. This is why it should be tackled with care and rigor, as legal experts are at the head of both the seller and the buyer. In the event that software or software documentation is provided to Buyer by Seller in any form as part of an order and no software license agreement has been signed for such sale between Buyer and Seller, Buyer agrees to accept the following terms with effect from the date of first delivery: In another example: a SPA is often needed during a transaction, when one company acquires another. Since the SPA determines the exact nature of what is being bought and sold, the agreement may allow a company to sell its physical assets to a buyer without selling the naming rights associated with the company. Buyer agrees to take appropriate steps, by instruction, agreement or other arrangement, with Buyer`s personnel or representatives or any other person authorized to access licensed software and documentation, to inform such employees, representatives or other persons who may come into contact with them of the confidentiality of the Licensed Software and Documentation; and to fulfill its obligations under this license with respect to the use, copying, protection and security of the licensed software and documentation. The software license and rights granted by Seller to Buyer under this Agreement are for Buyer in person. The Licensed Software and Documentation may not be sublicensed, transferred or loaned to third parties without the express prior written consent of Seller, unless Buyer may use the Licensed Software and Documentation in connection with the resale of flight equipment or test equipment provided by Seller, in which the Licensed Software and Documentation are installed or used; transfer. Such authorization to transfer is subject to the resale or transfer of buyer`s authorization to use and protect the licensed software and documentation under the same or similar conditions as set forth in this license. However, buyer will notify Seller in writing of the transmission of the licensed software and documentation.

Unless otherwise agreed by the parties, the contract of sale is concluded if all the above conditions are not fulfilled before an agreed date (the “longstop date”). It is therefore essential that the SPA BSM determines how to determine when the suspensive conditions are met and when they can no longer be met. It should also be indicated which of the parties is responsible for the fulfilment of any given condition precedent. The party concerned shall make reasonable efforts to satisfy the conditions precedent applicable up to the long-top date. In any case, you need to make sure that you have a written agreement to make sure that it goes smoothly until the money and goods have been exchanged, and you and the other party will want to know what to do when it comes on the way to hiccups….