Perpetual Licence Agreement Template for Switzerland

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Key Requirements PROMPT example:

Perpetual Licence Agreement

"I need a Perpetual License Agreement under Swiss law for enterprise software that my company (a pharmaceutical manufacturer) will license from a Swiss software provider, including source code escrow provisions and strict data protection clauses for handling sensitive medical data."

Document background
The Perpetual License Agreement is essential for businesses seeking to establish long-term rights to use software, technology, or intellectual property under Swiss jurisdiction. This document is particularly relevant when parties wish to structure a one-time payment for permanent usage rights rather than a subscription-based model. The agreement needs to comply with Swiss law, particularly the Swiss Code of Obligations and Swiss Copyright Act, while addressing key aspects such as license scope, usage rights, intellectual property protection, and ongoing maintenance terms. It's commonly used in software licensing, technology transfers, and intellectual property transactions where permanent access to the licensed material is desired. The document should be carefully drafted to account for Swiss-specific legal requirements while ensuring clarity on perpetual usage rights, support obligations, and liability limitations.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the licensed product/software

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

4. License Grant: Scope and nature of the perpetual license, including territory and permitted use

5. License Fees: One-time license fee and payment terms

6. Intellectual Property Rights: Ownership and protection of IP rights in the licensed product

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed product

8. Warranties and Representations: Warranties regarding the licensed product and intellectual property rights

9. Support and Maintenance: Terms for ongoing technical support and maintenance (if included in perpetual license)

10. Confidentiality: Protection of confidential information exchanged between parties

11. Limitation of Liability: Limitations on liability and exclusions under Swiss law

12. Term and Termination: Duration of agreement and circumstances for termination despite perpetual nature

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

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements if agreed between parties

2. Professional Services: Terms for additional implementation or customization services if required

3. Data Protection: Specific provisions for handling personal data if the licensed product processes personal data

4. Hosting Services: Terms for hosting services if the licensor provides hosting for the licensed product

5. Export Control: Compliance with export control regulations if relevant to the licensed product

6. Third Party Software: Terms relating to third-party software components if included in the licensed product

7. Service Levels: Service level commitments if specific performance levels are guaranteed

8. Disaster Recovery: Disaster recovery and business continuity provisions if critical to the implementation

Suggested Schedules

1. Schedule 1 - Licensed Product Specification: Detailed technical specifications of the licensed product

2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment schedule

3. Schedule 3 - Support and Maintenance Services: Detailed description of support and maintenance services

4. Schedule 4 - Service Levels: Detailed service level requirements and metrics

5. Schedule 5 - Technical Requirements: Technical requirements for implementing and using the licensed product

6. Appendix A - Accepted Use Policy: Detailed policies regarding acceptable use of the licensed product

7. Appendix B - Security Requirements: Security standards and requirements for the licensed product

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

Information Technology

Software Development

Manufacturing

Healthcare

Financial Services

Education

Telecommunications

Professional Services

Retail

Government

Pharmaceuticals

Automotive

Energy

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Software Development

Vendor Management

Risk Management

Commercial Operations

Intellectual Property

Relevant Roles

Chief Technology Officer

Legal Counsel

IP Lawyer

Procurement Manager

IT Director

Software Licensing Manager

Contract Manager

Chief Information Officer

Commercial Director

Legal Operations Manager

Technology Procurement Specialist

Vendor Management Lead

Chief Legal Officer

Software Asset Manager

IT Procurement 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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