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Termination Of License
"I need a Termination of License agreement under Swiss law to end a software licensing arrangement with a US-based licensee due to breach of payment terms, with termination to be effective March 1, 2025, including provisions for the immediate cessation of software use and return of all materials."
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Reference to the original license agreement, its date, and brief context of why termination is occurring
3. Definitions: Key terms used in the agreement, including reference to defined terms from the original license agreement that remain relevant
4. Termination: Express termination of the license agreement, specifying the effective date of termination
5. Confirmation of Rights Cessation: Clear statement that all rights granted under the license cease as of the termination date
6. Return of Materials: Requirements for return or destruction of licensed materials, documentation, and copies
7. Final Payments: Settlement of any outstanding payments, royalties, or fees
8. Surviving Provisions: Identification of which provisions from the original agreement survive termination
9. Mutual Release: Release of claims related to the license agreement, subject to the terms of the termination
10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
1. Transition Assistance: Used when there needs to be a handover period or transition support
2. Intellectual Property Rights: Additional provisions regarding IP rights when complex IP arrangements need to be unwound
3. Confidentiality: Enhanced confidentiality provisions when standard surviving provisions need reinforcement
4. Non-Compete: Used when new non-compete provisions are required post-termination
5. Customer Communication: Include when there needs to be agreed messaging to customers about the termination
6. Employee Matters: Required when termination affects employees or contractors
7. Tax Provisions: Include when there are specific tax implications of the termination that need to be addressed
8. Insurance: Used when specific insurance obligations continue post-termination
1. Schedule 1 - Original License Agreement: Copy of the original license agreement being terminated
2. Schedule 2 - Settlement Statement: Detailed breakdown of final payments, including any termination fees or settled amounts
3. Schedule 3 - Return of Materials Checklist: Itemized list of materials to be returned or destroyed
4. Schedule 4 - Transition Plan: If applicable, detailed plan for transitioning services or rights
5. Appendix A - Form of Release: Template for mutual release documentation
6. Appendix B - Confirmation of Destruction: Template certificate for confirming destruction of materials
Authors
Original License Agreement
Effective Date
Termination Date
Licensed Materials
Licensed Rights
Licensed Technology
Licensed Products
Licensed Territory
Intellectual Property Rights
Confidential Information
Outstanding Payments
Termination Notice
Transition Period
Return Period
Surviving Provisions
Related Agreements
Parties
Licensor
Licensee
Business Day
Force Majeure
Governing Law
Jurisdiction
Affiliate
Representative
Documentation
Final Settlement
Destruction Certificate
Intellectual Property
Material Breach
Royalties
Trade Secrets
Technical Information
Proprietary Rights
Rights Cessation
Return of Property
Confidentiality
Non-Competition
Payment Obligations
Release and Waiver
Intellectual Property Rights
Warranties and Representations
Indemnification
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Assignment
Force Majeure
Notices
Survival
Data Protection
Transition Assistance
Non-Solicitation
Further Assurance
Compliance with Laws
Third Party Rights
Technology & Software
Pharmaceuticals & Healthcare
Manufacturing & Industrial
Consumer Goods & Retail
Media & Entertainment
Telecommunications
Biotechnology
Research & Development
Education
Financial Services
Automotive
Chemical Industry
Legal
Intellectual Property
Compliance
Commercial
Business Development
Research & Development
Operations
Finance
Technology
Corporate Affairs
Legal Counsel
Intellectual Property Manager
Licensing Director
Contract Manager
Business Development Manager
Chief Legal Officer
Chief Technology Officer
Commercial Director
Research Director
Compliance Officer
Patent Attorney
General Counsel
IP Rights Manager
Operations Manager
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