Sole License Template for Switzerland

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Key Requirements PROMPT example:

Sole License

"I need a Sole License agreement under Swiss law for licensing our proprietary software to a German company for exclusive distribution in the DACH region, with the agreement starting January 1, 2025."

Document background
This Sole License agreement template is designed for use under Swiss law when a rights holder wishes to grant exclusive exploitation rights to another party while maintaining ownership of the intellectual property. It is particularly useful in situations involving valuable IP assets such as patents, trademarks, copyright, or trade secrets where controlled commercialization is essential. The document incorporates specific requirements of Swiss federal law, including provisions from the Code of Obligations and relevant IP legislation, while addressing competition law considerations. It contains comprehensive sections covering license scope, territory definitions, quality control, payment terms, and protection mechanisms. This template is suitable for both domestic Swiss transactions and international licensing arrangements where Swiss law is chosen as the governing law.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the licensed property

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

4. Grant of License: Explicit grant of sole license, stating its exclusive nature and territorial scope

5. Licensed Property: Detailed description of the intellectual property being licensed

6. Term and Termination: Duration of the license and circumstances for termination

7. License Fees and Payment Terms: Financial terms including royalties, payment schedule and methods

8. Licensee Obligations: Key responsibilities and commitments of the licensee

9. Licensor Obligations: Key responsibilities and commitments of the licensor

10. Quality Control: Standards and requirements for use of the licensed property

11. Intellectual Property Protection: Provisions for maintaining and protecting the licensed IP

12. Representations and Warranties: Standard warranties regarding ownership and right to license

13. Indemnification: Mutual indemnification provisions and liability allocation

14. Confidentiality: Protection of confidential information exchanged under the agreement

15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction

16. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to sub-license the property

2. Minimum Performance Requirements: Include when specific performance targets are required

3. Export Control: Include when licensed property is subject to export regulations

4. Technology Transfer: Include when technical knowledge or support is part of the license

5. Improvements: Include when dealing with future improvements to the licensed property

6. Competition Law Compliance: Include when there are specific competition law considerations

7. Insurance: Include when specific insurance requirements are necessary

8. Source Code Escrow: Include when licensing software with source code provisions

Suggested Schedules

1. Schedule 1 - Licensed Property Description: Detailed technical specifications or description of licensed IP

2. Schedule 2 - Territory Definition: Detailed description of geographic scope of license

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties and payment terms

4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Technical Documentation: Technical materials and documentation to be provided

6. Appendix A - Approved Use Guidelines: Specific guidelines for using the licensed property

7. Appendix B - Reporting Templates: Standard forms for required reporting

8. Appendix C - Contact Details: Key contacts for both parties for various purposes

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

Pharmaceuticals & Healthcare

Manufacturing & Industrial

Biotechnology

Consumer Goods

Entertainment & Media

Telecommunications

Research & Development

Automotive

Electronics

Fashion & Luxury Goods

Chemical Industry

Clean Technology

Agricultural Technology

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Commercial

Technology Transfer

Licensing

Innovation

Patents

Regulatory Affairs

Corporate Development

Product Development

Strategy

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Technology Officer

Patent Attorney

Commercial Director

Research & Development Director

Innovation Manager

Contract Manager

Chief Legal Officer

Technology Transfer Officer

IP Commercialization Manager

Head of Patents

Regulatory Affairs 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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