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Termination Of License Agreement Template for Germany

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Key Requirements PROMPT example:

Termination Of License Agreement

"I need a Termination of License Agreement under German law for a software licensing arrangement that will end by mutual consent on March 31, 2025, with a 3-month transition period to ensure smooth handover of systems and data."

Document background
The Termination of License Agreement is used when parties wish to formally end their existing licensing relationship under German law. This document is essential when either party initiates termination of a license agreement, whether due to expiration, mutual agreement, or breach of terms. It carefully addresses the complex requirements of German contract law and intellectual property regulations, ensuring proper handling of licensed materials, confidential information, and ongoing obligations. The document is particularly crucial in technology and intellectual property-intensive sectors, where clear termination terms and post-termination obligations are essential for risk management and business continuity. The agreement includes provisions for final payments, return or destruction of materials, and survival clauses, while ensuring compliance with German commercial law and data protection requirements.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Reference to the original license agreement, its date, and brief context for the termination

3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original license agreement

4. Termination Date: Clear specification of when the license agreement will terminate or confirmation of termination date if already terminated

5. Mutual Release: Statement of mutual release from ongoing obligations under the original agreement, subject to specified exceptions

6. Payment Reconciliation: Settlement of any outstanding payments, royalties, or financial obligations

7. Return or Destruction of Materials: Requirements for handling licensed materials, software, documentation, and confidential information

8. Survival Provisions: Identification of provisions from the original agreement that will survive termination

9. Representations and Warranties: Mutual confirmations regarding compliance with the original agreement and authority to enter into termination

10. Governing Law: Confirmation of German law as governing law and jurisdiction for disputes

Optional Sections

1. Transition Arrangements: Used when there needs to be a managed transition period for technical or operational reasons

2. Dispute Resolution: Include when there are existing disputes to be resolved as part of the termination

3. Non-Compete Provisions: Used when post-termination competitive restrictions are necessary

4. Third Party Rights: Include when the termination affects rights of third parties or sub-licensees

5. Tax Provisions: Required when there are specific tax implications from the termination that need to be addressed

6. Data Protection: Include when personal data processing is involved and specific GDPR compliance needs to be addressed

Suggested Schedules

1. Schedule 1 - Licensed Materials: Detailed list of all licensed materials, software, or IP rights covered by the termination

2. Schedule 2 - Payment Reconciliation Statement: Detailed breakdown of final payments, including any adjustments or reconciliations

3. Schedule 3 - Transition Plan: If applicable, detailed timeline and steps for transitioning services or technology

4. Schedule 4 - Surviving Obligations: Comprehensive list of obligations that survive termination

5. Appendix A - Form of Destruction Certificate: Template certificate for confirming destruction of licensed materials and confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Telecommunications

Pharmaceuticals

Media and Entertainment

Automotive

Biotechnology

Research and Development

Consumer Electronics

Industrial Engineering

Healthcare

Relevant Teams

Legal

Intellectual Property

Commercial

Compliance

Information Technology

Research and Development

Business Development

Operations

Finance

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Chief Legal Officer

Chief Technology Officer

Commercial Director

Business Development Manager

IP Rights Manager

Compliance Officer

General Counsel

Technology Transfer 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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