This Exclusive License Agreement template is designed for use under Swiss law when one party (the licensor) wishes to grant another party (the licensee) exclusive rights to exploit specific intellectual property. The agreement is particularly relevant for high-value intellectual property transactions where the licensee requires market exclusivity. It incorporates key provisions required under Swiss federal laws, including the Code of Obligations and relevant IP legislation, while addressing competition law considerations. The document typically includes detailed terms on royalties, quality control, territory restrictions, and performance requirements. It's especially suitable for international licensing arrangements, given Switzerland's robust IP protection framework and its position as a major international business hub. The agreement should be customized based on the specific type of IP being licensed (patents, trademarks, copyright, etc.) and the commercial context of the arrangement.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the intellectual property being licensed
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Detailed description of the exclusive rights being granted, including territory and field of use
5. License Fee and Payment Terms: Financial terms including royalties, payment schedules, and reporting requirements
6. Protection and Maintenance of IP Rights: Obligations regarding IP protection, registration, and maintenance
7. Quality Control: Standards and requirements for licensed products or services
8. Representations and Warranties: Statements about IP ownership, right to license, and other key assurances
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Consequences of Termination: Rights and obligations of parties post-termination
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Improvements: Include when dealing with future improvements to the licensed IP
3. Minimum Performance Requirements: Include when setting specific performance targets for the licensee
4. Export Control: Include for international licensing arrangements
5. Source Code Escrow: Include for software licensing agreements
6. Insurance: Include when specific insurance requirements are needed
7. Competition Law Compliance: Include detailed provisions when the exclusive license might raise competition law concerns
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Schedule 2 - Territory: Detailed description of the geographic territory of the license
3. Schedule 3 - Technical Specifications: Technical details and standards for licensed products or services
4. Schedule 4 - Quality Control Procedures: Detailed quality control requirements and procedures
5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties
6. Schedule 6 - Approved Sub-contractors: List of pre-approved sub-contractors if relevant
7. Schedule 7 - Form of Royalty Report: Template for periodic royalty reporting
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software
Pharmaceuticals
Biotechnology
Manufacturing
Consumer Goods
Electronics
Automotive
Media & Entertainment
Fashion & Luxury Goods
Research & Development
Healthcare
Industrial Design
Telecommunications
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Licensing
Corporate Development
Technology Transfer
Innovation
Contracts
Compliance
Relevant Roles
Chief Legal Officer
Head of Intellectual Property
Licensing Manager
Legal Counsel
IP Counsel
Commercial Director
Business Development Manager
Research Director
Technology Transfer Officer
Contract Manager
Chief Technology Officer
Chief Executive Officer
Innovation Manager
Patent Attorney
General Counsel
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