This Unlimited License Agreement template is designed for use under Swiss law when parties wish to establish a permanent licensing arrangement without a specified end date. It is particularly suitable for long-term strategic partnerships, software licensing, technology transfers, or intellectual property commercialization. The document incorporates key requirements of Swiss contract law, intellectual property regulations, and commercial practices, while providing flexibility for various types of licensed content. The agreement includes comprehensive provisions for the protection of both licensor and licensee interests, addressing crucial aspects such as scope of use, maintenance, liability, and termination rights (which may be exercised even in unlimited licenses under Swiss law). It is structured to comply with Swiss legal requirements while maintaining international business standards.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed material
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, duration, and nature of rights granted
5. License Fees: Payment terms, fees, and payment schedule if applicable
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Licensee Obligations: Key responsibilities and obligations of the licensee
8. Restrictions: Specific limitations on use of the licensed material
9. Warranties and Representations: Warranties given by both parties
10. Liability and Indemnification: Limitation of liability and indemnification provisions
11. Confidentiality: Protection of confidential information
12. General Provisions: Standard legal clauses including governing law, jurisdiction, and notices
13. Signature Page: Execution block for parties to sign
1. Technical Support and Maintenance: Terms for ongoing support and maintenance, if provided
2. Quality Control: Quality standards and control measures, particularly relevant for trademark licenses
3. Source Code Escrow: Provisions for source code escrow in software licenses
4. Data Protection: Specific provisions for handling personal data if relevant
5. Export Control: Compliance with export regulations if applicable
6. Training and Documentation: Terms regarding provision of training and documentation
7. Audit Rights: Rights to audit licensee's use of licensed material
8. Sub-licensing Rights: Terms regarding the right to sub-license if permitted
1. Schedule 1 - Licensed Material: Detailed description of the licensed material or technology
2. Schedule 2 - Technical Specifications: Technical requirements and specifications
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Service Level Agreement: Details of service levels and support if applicable
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed material
7. Appendix B - Compliance Requirements: Detailed compliance requirements and procedures
Find the exact document you need
Unlimited License
Swiss law-governed unlimited license agreement for perpetual use of intellectual property or technology.
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A Swiss law-governed open source license that provides controlled sharing of software while maintaining significant restrictions on usage and modification rights.
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