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Intercompany License Agreement
"I need an Intercompany License Agreement under Swiss law for licensing our proprietary software from our Zurich parent company to our Singapore subsidiary, with implementation planned for March 2025 and including provisions for technical support and source code escrow."
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
Authors
Agreement
Arm's Length Principle
Background IP
Confidential Information
Control
Effective Date
Foreground IP
Group
Group Company
Improvements
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
License Fees
Net Sales
Parent Company
Patents
Related Party
Royalty Period
Subsidiary
Technical Documentation
Technology
Term
Territory
Third Party
Trade Secrets
Trademarks
Transfer Pricing
Use
Valid Claim
Working Day
Definitions
License Grant
Exclusivity
Territory Restrictions
Sub-licensing
License Fees
Payment Terms
Royalty Calculations
Transfer Pricing
Quality Control
Technical Support
IP Ownership
IP Protection
Improvements
Confidentiality
Data Protection
Warranties
Indemnification
Term
Termination
Force Majeure
Assignment
Compliance
Competition Law
Tax Compliance
Audit Rights
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Group Company Rights
Post-Termination Obligations
Technology
Pharmaceuticals
Manufacturing
Software Development
Biotechnology
Consumer Goods
Industrial Equipment
Research and Development
Financial Services
Telecommunications
Legal
Intellectual Property
Tax
Finance
Compliance
Research & Development
Technology Transfer
Business Development
Corporate Governance
Risk Management
Legal Counsel
IP Manager
Chief Legal Officer
Licensing Director
Tax Director
Transfer Pricing Manager
Chief Technology Officer
Compliance Officer
Contract Manager
Chief Financial Officer
IP Counsel
General Counsel
Corporate Secretary
Business Development Director
Technology Transfer Manager
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