The Terms

3.2.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of Autodesk.

The AutoCad 2005 EULA also contained this provision:

9.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by Autodesk if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.

As distributed and posted on Adobe's website in August of 2004, the Photoshop CS end user license agreement read:

4.4 No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN. You may, however, transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE-RELEASE, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer Adobe may require that you and the receiving party confirm in writing your compliance with this agreement, provide Adobe with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer. Please visit http://www.adobe.com/support/main.html or contact Adobe's Customer Support Department for more information.

Comparison

I certainly wouldn't call the Adobe Photoshop transfer provision a model of clarity, since it starts off sounding like an absolute prohibition against transfer and ends up at least implying that you have to ask for their permission. In the middle, though, it does provide the rules by which you can transfer your right to use the software to another entity, and that's basically all I think we need ask a transfer term to say.

Autodesk's transfer provision, on the other hand, is an unambiguous prohibition against transfer in any circumstances. (Note this is also one of the "Prohibited Actions" covered by >section 3.2.10, which could come into play should Congress or courts clarify that the First Sale doctrine of copyright law does indeed apply to software.) Add to that the bankruptcy provision, where even making an arrangement with a creditor automatically cancels your fully-paid license to use AutoCad, and the contrast between the two EULAs couldn't be more stark.

My Scoring

I was tempted to give the Photoshop transfer term a plus point, but because of its contradictory sentences decided just to rate it as neutral. AutoCad has one point deducted for its transfer prohibition and a further two points deducted for its highly egregious bankruptcy provision.

Total for License Transfer:

Autodesk AutoCad 2005: Minus 3 points
Adobe Photoshop CS: Zero points