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Irrevocable License
"I need an Irrevocable License agreement under Swiss law for licensing our proprietary software technology to a manufacturing company, including provisions for technical support and maintenance, with the license fees structured as an upfront payment of 500,000 CHF plus ongoing royalties of 3% of net sales."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the subject matter being licensed
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Explicit statement of the irrevocable license grant, its scope, and territory
5. License Fees: Payment terms, including any ongoing royalties or one-time payments
6. Licensed Rights: Detailed description of the intellectual property or rights being licensed
7. Licensee Obligations: Key responsibilities and requirements of the licensee
8. Quality Control: Standards and requirements for use of the licensed rights
9. Representations and Warranties: Statements of fact and promises by both parties
10. Indemnification: Obligations to protect against third-party claims
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Dispute Resolution: Procedures for resolving disputes under Swiss law
13. Governing Law: Explicit statement of Swiss law application and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, etc.
15. Execution: Signature blocks and execution formalities
1. Sublicensing Rights: Include when licensee is permitted to sublicense the rights to third parties
2. Performance Requirements: Include when license is tied to specific performance metrics or minimum requirements
3. Technology Transfer: Include when license involves transfer of technical knowledge or know-how
4. Improvements: Include when parties need to address ownership and rights to improvements of licensed technology
5. Export Control: Include when licensed rights involve international transfer restrictions
6. Source Code Escrow: Include for software licenses where source code protection is needed
7. Competition Law Compliance: Include when license terms could raise competition law concerns
8. Data Protection: Include when license involves processing of personal data
1. Schedule 1 - Licensed Rights Description: Detailed technical description of the licensed intellectual property
2. Schedule 2 - License Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Quality Control Standards: Specific quality requirements and testing procedures
4. Schedule 4 - Technical Specifications: Technical requirements and standards for using the licensed rights
5. Schedule 5 - Approved Form of Sublicense: Template for permitted sublicense agreements
6. Appendix A - Licensed Marks: Visual representations and specifications of licensed trademarks
7. Appendix B - Territory Definition: Detailed description of geographic scope of license
8. Appendix C - Reporting Templates: Standard forms for required reporting under the license
Authors
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Consumer Goods
Industrial Equipment
Automotive
Electronics
Telecommunications
Research & Development
Education
Media & Entertainment
Fashion & Luxury Goods
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Commercial
Innovation
Product Development
Compliance
Corporate Strategy
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Head of Intellectual Property
Legal Counsel
IP Manager
Licensing Manager
Technology Transfer Officer
Research Director
Business Development Manager
Contract Manager
Patent Attorney
Innovation Director
Product Development Manager
Commercial Director
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