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Non Transferable License

Non Transferable License Template for Netherlands

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Key Requirements PROMPT example:

Non Transferable License

"I need a Non-Transferable License agreement for proprietary software that will be licensed to healthcare institutions in the Netherlands, with strict data protection provisions and usage restrictions limited to specific hospital departments, to be effective from March 2025."

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Document background
This Non-Transferable License agreement template is designed for use in situations where organizations need to grant specific usage rights while maintaining strict control over their intellectual property or proprietary materials. It is particularly suited for the Dutch legal framework, incorporating requirements from the Burgerlijk Wetboek and Dutch intellectual property laws. The document is commonly used in technology licensing, content distribution, software deployment, and other scenarios where controlled usage of proprietary assets is essential. It includes comprehensive provisions for license scope, usage restrictions, compliance requirements, and termination rights, while explicitly preventing any transfer or sublicensing of the granted rights. The agreement can be customized for various types of licensed materials while maintaining its core non-transferable nature and Dutch law compliance.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including brief description of the licensed material and purpose

3. Definitions: Defined terms used throughout the agreement

4. Grant of License: Scope and nature of the license, explicitly stating its non-transferable nature

5. License Restrictions: Specific limitations on use, including prohibition of transfer, sublicensing, and other restrictions

6. Licensor Obligations: Obligations of the licensor, including delivery and maintenance of licensed material

7. Licensee Obligations: Obligations of the licensee, including usage compliance and reporting

8. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

9. Fees and Payment: License fees, payment terms, and related financial provisions

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

11. Confidentiality: Protection of confidential information exchanged under the agreement

12. Warranties and Indemnities: Warranties provided and indemnification obligations

13. Limitation of Liability: Limitations and exclusions of liability

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

Optional Sections

1. Data Protection: Required if personal data processing is involved in the licensed activities

2. Technical Support and Maintenance: Include if the license includes support services

3. Quality Control: Necessary for licenses involving trademarks or branded products

4. Source Code Escrow: Include for software licenses where source code access might be needed in specific circumstances

5. Export Control: Required if the licensed material is subject to export regulations

6. Geographic Restrictions: Include if the license is limited to specific territories

7. Performance Requirements: Include if specific performance standards must be maintained

8. Audit Rights: Include if licensor requires right to audit licensee's use

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications

2. Schedule 2 - License Fees: Detailed breakdown of fees, payment schedules, and calculation methods

3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material

4. Schedule 4 - Service Levels: Service level requirements and metrics, if applicable

5. Appendix A - Approved Use Cases: Specific approved uses and examples of prohibited uses

6. Appendix B - Security Requirements: Security standards and requirements for handling licensed material

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

alex.den.21@genieai.co
Relevant legal definitions































Clauses































Relevant Industries

Technology

Software Development

Media and Entertainment

Biotechnology

Manufacturing

Research and Development

Publishing

Gaming

Healthcare

Financial Services

Education

Professional Services

Relevant Teams

Legal

Intellectual Property

Compliance

Commercial

Business Development

Information Technology

Research and Development

Product Development

Content Management

Procurement

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Technology Transfer Officer

Commercial Director

Chief Legal Officer

IP Rights Administrator

Software Licensing Manager

Content Licensing Manager

Compliance Officer

Chief Technology Officer

Product 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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