The Intercompany License Agreement is essential for multinational corporations operating in Switzerland who need to formalize intellectual property licensing arrangements between their affiliated entities. This document is particularly crucial when establishing technology transfer, brand usage, or patent licensing between parent companies and subsidiaries, or between sister companies within the same group. It must comply with Swiss legal requirements, including the Swiss Code of Obligations, intellectual property laws, and transfer pricing regulations. The agreement typically includes detailed provisions on license scope, quality control, payment terms, and compliance mechanisms, ensuring that intercompany transactions are conducted at arm's length and properly documented for tax and regulatory purposes.
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1. Parties: Identification of the licensor and licensee entities, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the license arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including territory, exclusivity, and any restrictions
5. License Fees and Payment Terms: Detailed financial terms, including calculation of license fees, payment schedules, and currency
6. Intellectual Property Rights: Ownership and protection of the licensed IP, including maintenance of registrations and handling of improvements
7. Quality Control and Standards: Requirements for maintaining quality standards in the use of licensed IP
8. Confidentiality: Provisions for protecting confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Post-Termination Obligations: Obligations and rights of parties after agreement termination
11. Warranties and Indemnities: Representations about the licensed IP and indemnification provisions
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Data Protection: Required if the license involves processing of personal data or data transfer between entities
2. Source Code Escrow: Relevant for software licenses to ensure access to source code under specific conditions
3. Technology Transfer: Needed if the license includes transfer of technical know-how or training
4. Group Company Rights: Provisions for extending license rights to other group companies
5. Export Control: Required if licensed technology is subject to export control regulations
6. Tax Provisions: Detailed tax handling provisions if complex cross-border arrangements are involved
7. Audit Rights: Provisions for auditing usage and compliance, particularly relevant for revenue-based licensing
8. Competition Law Compliance: Specific provisions ensuring compliance with competition laws if market-sensitive
1. Schedule 1: Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2: Technical Specifications: Technical details and specifications of licensed technology or products
3. Schedule 3: License Fee Calculation: Detailed methodology for calculating license fees and transfer pricing documentation
4. Schedule 4: Quality Control Procedures: Specific procedures and standards for quality control and monitoring
5. Schedule 5: Service Levels: Service level requirements if technical support is included
6. Appendix A: Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted
7. Appendix B: Territory Definition: Detailed definition of territorial scope of the license
8. Appendix C: Compliance Requirements: Specific compliance requirements and procedures
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