Non Transferable License Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Non-Transferable License agreement is essential for situations where a party (licensor) wishes to grant specific usage rights to another party (licensee) while maintaining strict control over the licensed material's distribution and use. This document, governed by Swiss law, is particularly relevant for software licensing, technology transfer, content licensing, and other intellectual property arrangements where preventing unauthorized transfer or sublicensing is crucial. The agreement includes comprehensive provisions for protecting the licensor's interests, defining usage scope, establishing payment terms, and ensuring compliance with Swiss regulatory requirements. It is commonly used in commercial transactions where the licensor needs to maintain control over their intellectual property while allowing limited use by specific, authorized parties.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 Industries

Technology

Software Development

Media and Entertainment

Manufacturing

Pharmaceutical

Biotechnology

Research and Development

Education

Financial Services

Healthcare

Industrial Design

Publishing

Gaming

Telecommunications

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Product Development

Compliance

Innovation

Technology Transfer

Contracts Administration

Relevant Roles

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

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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