This Non-Exclusive Royalty License agreement template is designed for situations where intellectual property owners wish to monetize their IP while maintaining control over its use and the ability to grant similar rights to others. The document is specifically tailored to comply with Swiss law requirements, including provisions from the Swiss Code of Obligations and relevant intellectual property legislation. It is particularly useful for companies engaging in technology transfer, product licensing, or IP commercialization activities where multiple licensees may be desired. The agreement includes comprehensive provisions for royalty calculations, payment terms, quality control, and compliance requirements, making it suitable for both domestic Swiss transactions and international licensing arrangements governed by Swiss law. Regular updates to this template are recommended to ensure continued compliance with evolving Swiss regulatory requirements and market practices.
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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement, including description of the intellectual property being licensed
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the non-exclusive license, including permitted uses
5. Term and Termination: Duration of the license and circumstances for termination
6. Royalty Payments: Payment terms, calculation methods, and reporting requirements
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Quality Control: Standards and requirements for use of the licensed property
9. Representations and Warranties: Standard warranties regarding ownership and right to license
10. Confidentiality: Protection of confidential information exchanged
11. Liability and Indemnification: Allocation of risks and responsibilities
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Sublicensing Rights: Include when sublicensing is permitted, specifying conditions and obligations
2. Territory Restrictions: Include when the license is limited to specific geographic regions
3. Minimum Performance Requirements: Include when setting minimum sales or usage targets
4. Audit Rights: Include for complex royalty calculations requiring verification
5. Technology Transfer: Include when technical support or training is part of the license
6. Competition Law Compliance: Include when there are specific antitrust concerns
7. Export Control: Include when licensed property is subject to export regulations
8. Source Code Escrow: Include for software licenses requiring code protection
9. Insurance Requirements: Include when specific insurance coverage is required
1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule B - Royalty Calculations: Detailed methodology for calculating royalties
3. Schedule C - Quality Standards: Specific quality requirements and specifications
4. Schedule D - Reporting Template: Standard format for royalty reporting
5. Schedule E - Territory Definition: Detailed description of geographic scope if applicable
6. Schedule F - Technical Specifications: Technical details and requirements for implementation
7. Appendix 1 - Approved Form of Sublicense: Standard form for sublicense agreements if permitted
8. Appendix 2 - Contact Details: Key contacts for both parties for various purposes
Relevant legal definitions
Clauses
Relevant Industries
Technology & Software
Pharmaceuticals & Biotechnology
Manufacturing & Industrial
Consumer Products
Media & Entertainment
Telecommunications
Research & Development
Healthcare & Medical Devices
Chemical & Materials
Automotive
Relevant Teams
Legal
Intellectual Property
Research & Development
Business Development
Finance
Compliance
Technology Transfer
Commercial Operations
Innovation
Strategy
Relevant Roles
Intellectual Property Manager
Licensing Director
Chief Technology Officer
Legal Counsel
Business Development Manager
Commercial Director
Research & Development Director
Patent Attorney
Technology Transfer Officer
Contracts Manager
Chief Financial Officer
Innovation Manager
Compliance Officer
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