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Restricted Use Agreement Template for Switzerland

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Key Requirements PROMPT example:

Restricted Use Agreement

"I need a Restricted Use Agreement for licensing our proprietary machine learning algorithm to pharmaceutical companies in Switzerland, with strict limitations on data usage and a requirement for quarterly compliance audits, to be effective from March 2025."

Document background
The Restricted Use Agreement serves as a critical legal instrument under Swiss law for organizations seeking to grant limited and controlled access to their proprietary assets, technology, or intellectual property. This document type is particularly relevant when the owner of valuable assets needs to maintain strict control over how their property is used while allowing legitimate access to authorized users. The agreement encompasses detailed usage parameters, compliance requirements, monitoring provisions, and enforcement mechanisms, all structured within the framework of Swiss commercial law, particularly the Swiss Code of Obligations. It's commonly used in scenarios involving software licensing, technical knowledge sharing, database access, or specialized equipment usage where the rights owner needs to maintain significant control over their assets while enabling specific, limited use by third parties.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' business relationship

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

4. Scope of Use: Detailed description of permitted and prohibited uses of the subject matter

5. License Grant: Specific terms of the restricted use license, including territory, duration, and any limitations

6. Usage Restrictions: Explicit restrictions on use, including technical limitations, user numbers, and purpose restrictions

7. Intellectual Property Rights: Clear statement of IP ownership and rights retention

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Compliance Requirements: User's obligations to comply with usage restrictions and monitoring requirements

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Consequences of Termination: Actions required upon termination, including return or destruction of materials

12. Warranties and Representations: Warranties provided by each party and representations regarding the subject matter

13. Liability and Indemnification: Limitations of liability and indemnification obligations

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Data Protection: Required when personal data processing is involved, ensuring compliance with Swiss FADP

2. Security Requirements: Needed when specific security measures must be implemented for the restricted use

3. Audit Rights: Include when regular compliance monitoring is required

4. Sub-licensing: Required when sub-licensing is permitted under specific conditions

5. Export Control: Necessary when the subject matter is subject to export control regulations

6. Source Code Escrow: Include for software-related agreements where source code protection is needed

7. Training and Support: Required when technical support or training is part of the restricted use arrangement

8. Insurance Requirements: Include when specific insurance coverage is required for the restricted use

Suggested Schedules

1. Schedule 1 - Technical Specifications: Detailed technical specifications of the subject matter

2. Schedule 2 - Permitted Users: List of authorized users or user categories and their access levels

3. Schedule 3 - Usage Parameters: Specific metrics, thresholds, and parameters of permitted use

4. Schedule 4 - Fee Schedule: Pricing and payment terms if applicable

5. Schedule 5 - Security Standards: Required security measures and compliance standards

6. Appendix A - Acceptable Use Policy: Detailed policies governing acceptable use of the subject matter

7. Appendix B - Support and Maintenance Terms: Details of any support and maintenance services provided

8. Appendix C - Change Control Procedure: Process for requesting and implementing changes to usage terms

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

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Research & Development

Financial Services

Healthcare

Industrial Equipment

Media & Entertainment

Education

Professional Services

Telecommunications

Chemical Industry

Automotive

Relevant Teams

Legal

Intellectual Property

Compliance

Information Technology

Research & Development

Commercial

Business Development

Risk Management

Operations

Information Security

Product Management

Procurement

Technical Operations

Corporate Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Technology Transfer Officer

Commercial Director

Chief Technology Officer

Head of Research & Development

Compliance Officer

Business Development Manager

Product Manager

Information Security Officer

Risk Manager

Operations Director

Chief Legal Officer

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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