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Termination Of License Agreement
"I need a Termination of License Agreement under German law for a software licensing arrangement that will end by mutual consent on March 31, 2025, with a 3-month transition period to ensure smooth handover of systems and data."
1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Reference to the original license agreement, its date, and brief context for the termination
3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original license agreement
4. Termination Date: Clear specification of when the license agreement will terminate or confirmation of termination date if already terminated
5. Mutual Release: Statement of mutual release from ongoing obligations under the original agreement, subject to specified exceptions
6. Payment Reconciliation: Settlement of any outstanding payments, royalties, or financial obligations
7. Return or Destruction of Materials: Requirements for handling licensed materials, software, documentation, and confidential information
8. Survival Provisions: Identification of provisions from the original agreement that will survive termination
9. Representations and Warranties: Mutual confirmations regarding compliance with the original agreement and authority to enter into termination
10. Governing Law: Confirmation of German law as governing law and jurisdiction for disputes
1. Transition Arrangements: Used when there needs to be a managed transition period for technical or operational reasons
2. Dispute Resolution: Include when there are existing disputes to be resolved as part of the termination
3. Non-Compete Provisions: Used when post-termination competitive restrictions are necessary
4. Third Party Rights: Include when the termination affects rights of third parties or sub-licensees
5. Tax Provisions: Required when there are specific tax implications from the termination that need to be addressed
6. Data Protection: Include when personal data processing is involved and specific GDPR compliance needs to be addressed
1. Schedule 1 - Licensed Materials: Detailed list of all licensed materials, software, or IP rights covered by the termination
2. Schedule 2 - Payment Reconciliation Statement: Detailed breakdown of final payments, including any adjustments or reconciliations
3. Schedule 3 - Transition Plan: If applicable, detailed timeline and steps for transitioning services or technology
4. Schedule 4 - Surviving Obligations: Comprehensive list of obligations that survive termination
5. Appendix A - Form of Destruction Certificate: Template certificate for confirming destruction of licensed materials and confidential information
Authors
Original License Agreement
Effective Date
Termination Date
Licensed Materials
Licensed Technology
Licensed Software
Licensed Patents
Licensed Trademarks
Intellectual Property Rights
Confidential Information
Surviving Provisions
Transition Period
Destruction Certificate
Outstanding Payments
Royalties
Business Day
Force Majeure Event
Affiliate
Territory
Permitted Use
Documentation
Source Code
Object Code
Technical Information
Trade Secrets
Personal Data
Representatives
Existing Disputes
Third Party Rights
Intellectual Property Rights
Confidentiality
Payment Obligations
Data Protection
Return of Materials
Destruction of Materials
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment
Severability
Entire Agreement
Notices
Survival
Third Party Rights
Transition Arrangements
Post-Termination Obligations
Release and Waiver
Compliance with Laws
Amendments
Technology
Software Development
Manufacturing
Telecommunications
Pharmaceuticals
Media and Entertainment
Automotive
Biotechnology
Research and Development
Consumer Electronics
Industrial Engineering
Healthcare
Legal
Intellectual Property
Commercial
Compliance
Information Technology
Research and Development
Business Development
Operations
Finance
Risk Management
Legal Counsel
Intellectual Property Manager
Licensing Director
Contract Manager
Chief Legal Officer
Chief Technology Officer
Commercial Director
Business Development Manager
IP Rights Manager
Compliance Officer
General Counsel
Technology Transfer Manager
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