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The Master Use License Agreement serves as a foundational document for businesses seeking to establish a structured framework for licensing intellectual property or proprietary assets under Swiss law. This agreement type is particularly crucial when a rights holder (licensor) wishes to grant specific usage rights to another party (licensee) while maintaining control over their intellectual property. It is commonly used in various commercial contexts, from software licensing to content distribution, and is especially relevant in Switzerland's sophisticated business environment where intellectual property protection is paramount. The agreement incorporates key provisions required under Swiss federal laws, including the Code of Obligations and Copyright Act, and typically addresses essential elements such as usage scope, territorial restrictions, quality control measures, and compliance requirements. It is designed to provide comprehensive protection for both parties while facilitating efficient commercial exploitation of licensed assets.

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, nature of the licensed material, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Material', 'Territory', 'Term', and 'Authorized Uses'

4. Grant of License: Specific details of the license grant, including scope, territory, and whether exclusive or non-exclusive

5. License Fees and Payment Terms: Financial terms, payment schedules, reporting requirements, and audit rights

6. Usage Rights and Restrictions: Detailed specifications of permitted uses, prohibited activities, and any territorial or temporal restrictions

7. Quality Control: Standards for use of the licensed material and quality maintenance requirements

8. Intellectual Property Rights: Confirmation of ownership, protection of IP rights, and handling of improvements or derivatives

9. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement

10. Term and Termination: Duration of the agreement, renewal terms, and termination rights and procedures

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Liability and Indemnification: Limitation of liability provisions and mutual indemnification obligations

13. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and amendment procedures