Commercial Use Agreement Template for Switzerland

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Key Requirements PROMPT example:

Commercial Use Agreement

"I need a Commercial Use Agreement for my Swiss software company to license our AI analytics platform to enterprise customers, with specific provisions for data protection and user limitations, planned to be implemented by March 2025."

Document background
The Commercial Use Agreement serves as a fundamental legal framework for businesses seeking to formalize commercial relationships under Swiss law. This document is essential when one party wishes to grant another party the right to use its products, services, technology, or intellectual property for commercial purposes. It provides comprehensive coverage of usage rights, commercial terms, and obligations while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations and related commercial regulations. The agreement is designed to protect both parties' interests while facilitating business operations, making it suitable for both domestic Swiss transactions and international commercial arrangements where Swiss law is chosen as the governing law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Use: Detailed description of the permitted commercial use and any restrictions

5. Term and Commencement: Duration of the agreement and effective date

6. Commercial Terms: Pricing, payment terms, and financial obligations

7. Obligations of the Provider: Key responsibilities and commitments of the providing party

8. Obligations of the User: Key responsibilities and commitments of the using party

9. Intellectual Property Rights: Ownership and usage rights of intellectual property

10. Confidentiality: Protection and handling of confidential information

11. Liability and Indemnification: Extent of liability and indemnification obligations

12. Termination: Conditions and process for terminating the agreement

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

14. Execution: Signature blocks and execution details

Optional Sections

1. Data Protection: Required when personal data processing is involved, detailing compliance with Swiss FADP

2. Service Levels: Include when specific performance metrics need to be maintained

3. Export Control: Required for agreements involving cross-border transfer of goods or technology

4. Insurance: Include when specific insurance coverage requirements exist

5. Force Majeure: Optional but recommended for long-term agreements to address unforeseen circumstances

6. Anti-Corruption: Include when dealing with international commerce or public sector entities

7. Assignment and Subcontracting: Include when transfer of rights or subcontracting needs to be specifically regulated

8. Audit Rights: Include when one party needs rights to audit the other's compliance

9. Source Code Escrow: Include when software or technology access needs to be protected

Suggested Schedules

1. Schedule 1 - Commercial Terms: Detailed pricing, payment terms, and commercial conditions

2. Schedule 2 - Technical Specifications: Detailed technical requirements and specifications

3. Schedule 3 - Service Levels: Detailed service level commitments and metrics

4. Schedule 4 - Support and Maintenance: Details of support and maintenance services

5. Appendix A - Authorized Users: List of authorized users or user categories

6. Appendix B - Acceptable Use Policy: Detailed rules and restrictions for use

7. Appendix C - Data Processing Terms: Detailed terms for handling and processing data

8. Appendix D - Security Requirements: Specific security measures and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Manufacturing

Financial Services

Healthcare

Retail

Professional Services

Telecommunications

Media and Entertainment

Industrial

Consumer Goods

Energy

Logistics

Relevant Teams

Legal

Commercial

Business Development

Sales

Procurement

Compliance

Risk Management

Product Management

Operations

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Business Development Manager

Contract Manager

Chief Commercial Officer

Licensing Manager

Product Manager

Sales Director

Procurement Manager

Chief Legal Officer

Commercial Operations Manager

Risk Manager

Compliance Officer

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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