Limited Use Agreement Template for Germany

The Limited Use Agreement serves as a critical legal instrument for controlling and protecting intellectual property rights while granting specific, limited usage permissions to designated users. This document type is particularly relevant when organizations or individuals need to provide restricted access to their proprietary content, software, or other intellectual property while maintaining strict control over its use. Under German jurisdiction, these agreements must comply with the German Civil Code (BGB), intellectual property laws, and where applicable, consumer protection regulations and GDPR requirements. The agreement is commonly used in software licensing, content distribution, research materials access, and technology transfer scenarios, providing clear parameters for authorized use while protecting the rights holder's interests through specific German law provisions.

1. Parties: Identification and details of the contracting parties, including registered addresses and authorized representatives

2. Background: Context of the agreement and general purpose of the limited use arrangement

3. Definitions: Defined terms used throughout the agreement, including 'Licensed Material', 'Permitted Use', and 'Term'

4. Grant of Rights: Specific details of the limited use rights being granted, including scope and restrictions

5. Usage Restrictions: Clear enumeration of prohibited uses and limitations on the granted rights

6. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

7. Payment Terms: Fee structure, payment schedule, and related financial obligations

8. User Obligations: Specific responsibilities and requirements of the user when utilizing the licensed material

9. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property

10. Warranties and Representations: Statements regarding the licensed material and authority to enter agreement

11. Liability and Indemnification: Limitations of liability and indemnification obligations under German law

12. Confidentiality: Obligations regarding confidential information exchange

13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments