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Non Transferable License
"I need a Non-Transferable License agreement for licensing our proprietary software to enterprise clients in Switzerland, with strict usage restrictions and quarterly payment terms, planned to take effect from March 2025."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the licensed subject matter
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, explicit non-transferability clause, and usage restrictions
5. License Fees: Payment terms, fee structure, and payment mechanics
6. Intellectual Property Rights: Ownership confirmation and IP protection provisions
7. Confidentiality: Protection of confidential information exchanged under the agreement
8. Term and Termination: Duration of license and circumstances for termination
9. Licensee Obligations: Specific duties and restrictions on the licensee's use of licensed material
10. Warranties and Representations: Standard warranties regarding ownership and right to license
11. Liability and Indemnification: Limitation of liability and indemnification provisions
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Quality Control: Required when licensed material must meet specific quality standards
2. Technical Support: Include when technical support or maintenance is part of the license
3. Data Protection: Required when license involves processing of personal data
4. Export Control: Include for licenses involving international usage or technical data
5. Source Code Escrow: For software licenses where source code protection is required
6. Audit Rights: Include when licensor needs right to audit licensee's usage
7. Insurance: Required when licensed material carries significant liability risks
8. Change Control: Include when licensed material may need regular updates or modifications
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or materials
2. Schedule 2 - Technical Specifications: Technical requirements and specifications of licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Appendix A - Authorized Users: List of authorized users or usage locations if applicable
6. Appendix B - Security Requirements: Security protocols and requirements for licensed material
7. Appendix C - Implementation Plan: Timeline and process for implementing the license if complex
8. Appendix D - Contact Details: Key contacts for both parties for various purposes under the agreement
Authors
Authorized Users
Confidential Information
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
License Fee
Licensed Material
License Period
License Territory
Modifications
Personal Data
Purpose
Regulatory Requirements
Security Requirements
Service Levels
Software
Source Code
Specifications
Technical Information
Term
Third Party
Updates
Usage Data
Working Day
Non-Transfer
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Compliance
Audit Rights
Quality Control
Technical Support
Security
Notice
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Survival
Interpretation
Technology
Software Development
Media and Entertainment
Manufacturing
Pharmaceutical
Biotechnology
Research and Development
Education
Financial Services
Healthcare
Industrial Design
Publishing
Gaming
Telecommunications
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Product Development
Compliance
Innovation
Technology Transfer
Contracts Administration
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Manager
Business Development Director
Chief Technology Officer
Head of Innovation
Research Director
Product Manager
Commercial Director
Chief Legal Officer
IP Rights Administrator
Technology Transfer Officer
General Counsel
Compliance Officer
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