The License and Service Agreement is a fundamental document for software and technology companies operating under Swiss jurisdiction. It is typically used when a provider wants to both license software and provide associated services such as maintenance, support, or implementation to a customer. This dual-purpose agreement needs to comply with Swiss contract law, particularly the Code of Obligations, Federal Copyright Act, and Data Protection Act. The document addresses critical aspects including intellectual property rights, service level commitments, data protection, and liability limitations. It's particularly important in the Swiss context due to specific requirements regarding service provisions and data protection, which may differ from EU or US approaches. The agreement should be structured to accommodate both Swiss domestic and international business relationships, considering Switzerland's position as a major international business hub.
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1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope, nature, and limitations of the license, including territory and usage rights
5. License Restrictions: Specific prohibitions and limitations on the use of licensed materials
6. Services: Description of services to be provided, including scope and delivery methods
7. Service Levels: Performance standards, metrics, and service level commitments
8. Fees and Payment: Payment terms, fee structure, and invoicing procedures for both license and services
9. Intellectual Property Rights: Ownership and protection of IP, including any newly created materials
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: Compliance with Swiss data protection laws and data handling procedures
12. Warranties: Warranties provided by each party regarding the software and services
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Term and Termination: Duration of agreement and termination provisions
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Professional Services: Detailed terms for additional professional services like implementation or consulting, used when specific professional services are part of the arrangement
2. Source Code Escrow: Terms for source code escrow arrangements, included when source code access might be needed in specific circumstances
3. Training: Terms related to training services, included when training is part of the service offering
4. Hardware Requirements: Specifications for required hardware, included when the software has specific hardware dependencies
5. Export Control: Export control provisions, included when the software or services are subject to export regulations
6. Insurance: Insurance requirements, included for high-value or high-risk arrangements
7. Business Continuity: Disaster recovery and business continuity provisions, included for business-critical applications
8. Change Control: Procedures for managing changes to services or software, included for complex or long-term arrangements
1. Schedule 1 - Licensed Software: Detailed description of licensed software components and versions
2. Schedule 2 - Service Description: Detailed specification of services to be provided
3. Schedule 3 - Service Levels: Detailed service level agreements, metrics, and remedies
4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations
5. Schedule 5 - Technical Support: Support levels, procedures, and contact information
6. Schedule 6 - Data Processing Agreement: Detailed terms for processing personal data in compliance with Swiss law
7. Schedule 7 - Security Requirements: Security standards and requirements for software and services
8. Appendix A - Acceptance Testing: Acceptance criteria and testing procedures
9. Appendix B - Implementation Plan: Timeline and milestones for implementation
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Telecommunications
Education
Government
Insurance
Pharmaceutical
Automotive
Energy
Relevant Teams
Legal
Information Technology
Procurement
Vendor Management
Commercial
Information Security
Compliance
Service Delivery
Software Development
Contract Administration
Risk Management
Relevant Roles
Chief Technology Officer
Legal Counsel
Procurement Manager
IT Director
Software Licensing Manager
Contract Manager
Commercial Director
Chief Information Officer
Vendor Management Officer
Legal Operations Manager
Technology Procurement Specialist
Information Security Officer
Data Protection Officer
Service Delivery Manager
Account Executive
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