Master Use License Template for Switzerland

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Key Requirements PROMPT example:

Master Use License

"I need a Master Use License agreement for licensing our proprietary software to enterprise clients in Switzerland and Germany, with specific provisions for source code protection and including both cloud-based deployment and on-premise installation rights."

Document background
The Master Use License agreement is a fundamental legal instrument used in Switzerland for managing intellectual property rights and establishing usage permissions. This document is essential when a rights holder (licensor) wishes to grant another party (licensee) the right to use specific intellectual property, content, or technology while maintaining ownership and control. It's particularly relevant for cross-border licensing transactions involving Swiss entities or choosing Swiss law as the governing law. The agreement comprehensively addresses usage rights, territorial scope, payment structures, and compliance requirements, incorporating provisions from Swiss copyright law, contract law, and data protection regulations. This type of agreement is commonly used in technology licensing, content distribution, software deployment, and various other commercial contexts where controlled use of proprietary assets is required.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company details

2. Background: Context of the agreement, nature of the licensed material, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Material', 'Use Rights', 'Territory', and other relevant terms

4. Grant of License: Specific rights being granted, scope of use, and any territorial restrictions

5. License Fees and Payment Terms: Financial terms, payment schedule, currency, and payment methods

6. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of derivative works

8. Warranties and Representations: Guarantees regarding ownership, right to license, and quality of licensed material

9. Limitation of Liability: Limits on liability and indemnification provisions in accordance with Swiss law

10. Confidentiality: Protection of confidential information exchanged during the license relationship

11. Compliance with Laws: Obligation to comply with applicable Swiss laws and regulations

12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

13. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Quality Control: Include when licensed material must meet specific quality standards or requirements

3. Technical Support and Maintenance: Include when ongoing technical support or maintenance is part of the license

4. Data Protection: Include when licensed material involves processing of personal data

5. Export Control: Include when licensed material may be subject to export restrictions

6. Source Code Escrow: Include when licensing software with source code protection requirements

7. Audit Rights: Include when licensor requires right to audit licensee's use of materials

8. Territory-Specific Terms: Include when license covers multiple jurisdictions with specific requirements

Suggested Schedules

1. Schedule A - Licensed Material: Detailed description and specification of all materials covered by the license

2. Schedule B - Technical Specifications: Technical requirements, formats, and specifications for the licensed material

3. Schedule C - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods

4. Schedule D - Service Levels: Performance metrics and service levels if applicable

5. Appendix 1 - Authorized Users: List of authorized users or user categories permitted to use the licensed material

6. Appendix 2 - Permitted Uses: Detailed description of permitted uses and any usage restrictions

7. Appendix 3 - Security Requirements: Security protocols and requirements for handling licensed material

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
Relevant Industries

Technology

Software Development

Media and Entertainment

Publishing

Digital Content

Manufacturing

Telecommunications

Research and Development

Biotechnology

Educational Services

Professional Services

Creative Industries

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Licensing

Technology

Operations

Compliance

Finance

Product Development

Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Chief Technology Officer

Content Licensing Manager

Rights Management Officer

Commercial Director

IP Strategy Manager

Technology Transfer Officer

Compliance Officer

Product Manager

Operations Director

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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