Non Exclusive License Agreement Template for Germany

The Non-Exclusive License Agreement under German law is essential for businesses seeking to monetize their intellectual property while maintaining flexibility in their licensing strategy. This document is particularly relevant when the intellectual property owner wishes to maximize commercial opportunities by allowing multiple parties to utilize their IP rights within specified parameters. The agreement must comply with German legal requirements, including the Civil Code (BGB) and Copyright Act (Urheberrechtsgesetz), while addressing key commercial terms such as territory restrictions, payment structures, and usage limitations. It's commonly used in technology transfers, software licensing, patent licensing, and content distribution arrangements where exclusive rights are not required or desired by the parties.

1. Parties: Identification and details of the Licensor and Licensee, including registered addresses and company registration details as required under German law

2. Background: Context of the agreement, description of the licensed material/IP, and the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Material, Territory, and Field of Use

4. Grant of License: Explicit declaration of the non-exclusive license grant, including scope, territory, and field of use restrictions

5. License Fee and Payment Terms: Details of license fees, payment schedule, currency, payment method, and late payment consequences

6. Licensor's Obligations: Obligations of the licensor including delivery of licensed material and maintaining IP rights

7. Licensee's Obligations: Obligations of the licensee including usage restrictions, quality control, and reporting requirements

8. Intellectual Property Rights: Confirmation of IP ownership, protection of rights, and handling of improvements

9. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

10. Post-Termination Obligations: Actions required after termination, including return of materials and confidential information

11. Confidentiality: Protection and handling of confidential information exchanged during the agreement

12. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

13. Liability and Indemnification: Limitation of liability and indemnification obligations compliant with German law

14. General Provisions: Standard provisions including notices, assignment, severability, and entire agreement

15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes