An agreement for transferring ownership of intellectual property ownership rights in software from a seller to a buyer and the buyer's grant back to the seller of a license to use the software. This Standard Document assumes that the software acquisition and license agreement is being entered into ancillary to a broader asset purchase transaction. However, it contains alternative provisions that allow for use as a starting point for a stand-alone agreement. While drafted in favor of the buyer, this agreement aims to be reasonable and includes commonly negotiated provisions. This Standard Document has integrated notes with important explanations, alternative provisions, and drafting tips.