Limited Use License Template for Germany

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Key Requirements PROMPT example:

Limited Use License

"I need a Limited Use License agreement for licensing our proprietary software to enterprise customers in Germany, with specific restrictions on the number of concurrent users and a clause requiring quarterly usage audits, to be effective from March 1, 2025."

Document background

The Limited Use License agreement is essential for organizations and individuals seeking to grant or receive restricted rights to use specific intellectual property, software, content, or technology under German law. This document is particularly relevant in situations where the owner of intellectual property wants to maintain significant control over how their property is used while monetizing it through licensed access. The agreement must comply with German civil law requirements, particularly the Bürgerliches Gesetzbuch (BGB) and Urheberrechtsgesetz (UrhG), while also considering EU regulations such as GDPR where applicable. It typically includes detailed specifications of permitted uses, technical requirements, territorial restrictions, and duration of the license, making it suitable for both B2B and B2C relationships where controlled access to proprietary material is needed.

Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

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

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

4. License Grant: Specific details of the license being granted, including scope, territory, and duration

5. License Restrictions: Clear specification of prohibited uses and limitations of the license

6. License Fee and Payment Terms: Financial terms, payment schedule, and payment methods

7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

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

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Confidentiality: Provisions for handling confidential information

11. Warranties and Representations: Warranties provided by both parties

12. Liability and Indemnification: Limitation of liability and indemnification provisions

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

14. Signatures: Execution blocks for all parties

Optional Sections

1. Data Protection: Required if personal data processing is involved, ensuring GDPR compliance

2. Source Code Escrow: Required for software licenses where source code protection is needed

3. Export Control: Required if the licensed material is subject to export regulations

4. Maintenance and Support: Include if ongoing support or maintenance services are part of the license

5. Audit Rights: Include if the licensor needs rights to audit licensee's use of the licensed material

6. Insurance: Include if specific insurance requirements are needed for the licensed use

7. Third Party Rights: Required if third-party materials are incorporated in the licensed material

8. Competition Law Compliance: Include for licenses that might have competition law implications

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed material/product

2. Schedule 2 - Technical Specifications: Technical requirements and specifications for use of the 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 user categories if license is restricted

6. Appendix B - Territories: Detailed list of territories where license can be used

7. Appendix C - Usage Guidelines: Specific guidelines and protocols for using the licensed material

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Software Development

Manufacturing

Research and Development

Media and Entertainment

Healthcare

Education

Financial Services

Telecommunications

Biotechnology

Industrial Automation

Publishing

Gaming Industry

Professional Services

Automotive

Relevant Teams

Legal

Intellectual Property

Compliance

Business Development

Technology Transfer

Research and Development

Product Management

Information Technology

Commercial Operations

Risk Management

Software Development

Procurement

Contract Administration

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Business Development Director

Technology Transfer Officer

Software Licensing Specialist

Compliance Officer

Chief Technology Officer

Product Manager

Research Director

Innovation Manager

Commercial Director

General Counsel

IP Rights Administrator

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Authors

Alex Denne

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