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Exclusive Perpetual License
"I need an Exclusive Perpetual License Agreement under Swiss law for licensing our proprietary software technology to a German manufacturer, with rights to sub-license in the EU market and specific provisions for source code escrow."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed property
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Rights: Detailed description of the exclusive rights being granted, including scope and territory
5. Term and Perpetual Nature: Confirmation of the perpetual duration and any conditions that could lead to termination
6. License Fees and Payment Terms: Financial terms, including initial payments, royalties if applicable, and payment mechanisms
7. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
8. Quality Control and Standards: Requirements for maintaining quality and standards in the use of licensed property
9. Protection and Enforcement: Rights and obligations regarding protection of the licensed property and enforcement against third parties
10. Confidentiality: Obligations regarding confidential information exchanged under the agreement
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Technology Transfer: Required if the license includes technical knowledge transfer or know-how
2. Data Protection: Necessary if the licensed property involves personal data processing
3. Physical Goods: Required if the license involves manufacturing or distribution of physical products
4. Sub-licensing Rights: Include if sub-licensing is permitted under specific conditions
5. Competition Law Compliance: Detailed section required if the exclusive license has significant market impact
6. Export Control: Necessary if the licensed property is subject to export control regulations
7. Improvement Rights: Include if parties want to address rights to improvements or modifications
8. Source Code Escrow: Required for software licenses where source code access might be needed
1. Licensed Property: Detailed description and specifications of the licensed property
2. Technical Specifications: Technical details and requirements for implementation or use
3. Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Quality Control Standards: Specific quality requirements and testing procedures
5. Territorial Restrictions: Detailed description of territorial scope and any restrictions
6. Approved Sub-licensees: List of pre-approved sub-licensees if applicable
7. Required Notices: Format and content of required notices, trademarks, and attributions
Authors
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Media & Entertainment
Biotechnology
Consumer Goods
Telecommunications
Research & Development
Automotive
Energy & Resources
Legal
Intellectual Property
Commercial
Research & Development
Business Development
Compliance
Quality Assurance
Technology
Finance
Operations
Chief Legal Officer
Head of Intellectual Property
Licensing Director
Commercial Director
Chief Technology Officer
Head of Research & Development
Business Development Manager
Intellectual Property Counsel
Contract Manager
Chief Commercial Officer
Technology Transfer Officer
Partnership Manager
Quality Assurance Director
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