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License Transfer Agreement Template for Switzerland

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Key Requirements PROMPT example:

License Transfer Agreement

"I need a License Transfer Agreement under Swiss law for transferring software licensing rights from our Swiss subsidiary to our German parent company, including provisions for ongoing technical support and maintenance until March 2025."

Document background
The License Transfer Agreement is a specialized legal instrument used when an existing licensee wishes to transfer their license rights to a third party. This document is essential in situations involving corporate restructuring, business sales, or strategic realignment of intellectual property portfolios. Under Swiss law, such transfers must comply with federal legislation, including the Swiss Code of Obligations and specific IP laws. The agreement typically includes detailed provisions about the scope of transferred rights, warranties about the existing license, consent requirements from the original licensor, and any continuing obligations. It's particularly important in regulated industries where license transfers may require regulatory approval or registration. The document should be tailored to address specific requirements of different types of intellectual property (patents, trademarks, copyright, etc.) and may need to account for international aspects if the license has multi-jurisdictional scope.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses

2. Background: Context of the agreement, description of the licensed IP, and purpose of the transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Transfer: Detailed description of the license being transferred, including scope and territory

5. Transfer Terms: Specific terms of the transfer, including effective date and conditions precedent

6. Consideration: Financial terms, including transfer price, payment schedule, and any ongoing royalties

7. Representations and Warranties: Warranties regarding ownership, right to transfer, and validity of the license

8. Third Party Consents: Requirements and process for obtaining necessary third-party approvals

9. Regulatory Compliance: Obligations regarding regulatory requirements and registrations

10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

11. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Transition Services: Required when ongoing support or knowledge transfer is needed post-transfer

2. Sub-licensing Rights: Include when sub-licensing rights are part of the transfer

3. Quality Control: Necessary for trademark licenses to maintain brand standards

4. Competition Restrictions: Include when there are territorial or market restrictions

5. Technology Transfer: Required when technical knowledge or know-how is part of the license

6. Maintenance Obligations: Include when ongoing maintenance of IP rights is required

7. Audit Rights: Include when royalty payments or usage restrictions need monitoring

Suggested Schedules

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being transferred, including registration numbers

2. Schedule 2 - Existing Sub-licenses: List of current sub-licenses that will be transferred

3. Schedule 3 - Payment Terms: Detailed payment schedule and calculation methods for any variable payments

4. Schedule 4 - Required Consents: List of required third-party consents and their status

5. Schedule 5 - Transfer Documents: Forms and documents required for recording the transfer

6. Appendix A - Technical Specifications: Technical details of the licensed technology or processes

7. Appendix B - Quality Standards: Applicable quality standards and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































Clauses

































Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Software Development

Media and Entertainment

Telecommunications

Consumer Goods

Industrial Products

Research and Development

Automotive

Healthcare

Relevant Teams

Legal

Intellectual Property

Research and Development

Commercial

Business Development

Compliance

Technology Transfer

Corporate Strategy

Product Development

Regulatory Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Chief Technology Officer

Chief Legal Officer

Commercial Director

Business Development Manager

Contract Manager

Compliance Officer

Patent Attorney

Technology Transfer Officer

Research Director

Innovation Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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