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Tech Transfer Agreement

Tech Transfer Agreement Template for Netherlands

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Key Requirements PROMPT example:

Tech Transfer Agreement

"I need a Technology Transfer Agreement under Dutch law for transferring our AI-powered predictive maintenance software to a manufacturing company, including implementation support and training services, with the transfer to be completed by March 2025."

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Document background
The Tech Transfer Agreement is a crucial document used when organizations need to formally transfer or license technology, intellectual property rights, and technical know-how to another party. It is particularly relevant in the Netherlands, where it must comply with both Dutch civil law and EU regulations, including the Technology Transfer Block Exemption Regulation (TTBER). This agreement type is commonly used in scenarios involving university spin-offs, corporate R&D collaborations, or technology commercialization efforts. The document covers essential aspects such as IP rights, implementation support, confidentiality provisions, and compliance requirements, while addressing specific Dutch legal requirements regarding contract formation and IP protection. It's particularly important in sectors with significant R&D activity and is crucial for organizations looking to monetize their technological innovations or acquire new technological capabilities.
Suggested Sections

1. Parties: Identification and details of the transferor and transferee

2. Background: Context of the technology transfer and relationship between parties

3. Definitions: Detailed definitions of technical terms, Technology, Intellectual Property Rights, and other key concepts

4. Scope of Transfer: Precise description of technology and rights being transferred

5. License Grant: Terms of the technology license, including territory, field of use, and any restrictions

6. Financial Terms: Payment structure, including upfront payments, royalties, and payment terms

7. Delivery and Implementation: Process and timeline for technology transfer and implementation

8. Intellectual Property Rights: Ownership, protection, and enforcement of IP rights

9. Confidentiality: Protection of confidential information and trade secrets

10. Warranties and Representations: Warranties regarding ownership, non-infringement, and functionality of the technology

11. Limitation of Liability: Limits on parties' liability and indemnification provisions

12. Term and Termination: Duration of agreement and termination circumstances

13. Post-Termination Obligations: Obligations surviving termination and return/destruction of materials

14. Governing Law and Jurisdiction: Choice of law and dispute resolution mechanisms

Optional Sections

1. Training and Support: Details of training and technical support if required for technology implementation

2. Improvements and Developments: Rights and obligations regarding future improvements to the technology

3. Quality Control: Quality standards and monitoring procedures for technology implementation

4. Export Control: Compliance with export control regulations for cross-border transfers

5. Source Code Escrow: Escrow arrangements for software source code if applicable

6. Performance Metrics: Specific performance requirements and testing procedures

7. Regulatory Compliance: Industry-specific regulatory requirements and compliance procedures

8. Sub-licensing Rights: Terms for sub-licensing if permitted

Suggested Schedules

1. Schedule 1 - Technology Description: Detailed technical specifications of the technology being transferred

2. Schedule 2 - Implementation Plan: Detailed timeline and milestones for technology transfer and implementation

3. Schedule 3 - Payment Schedule: Detailed breakdown of payment terms, royalty calculations, and payment milestones

4. Schedule 4 - Technical Documentation: List of all technical documentation to be provided

5. Schedule 5 - Support Services: Detailed description of support services, response times, and service levels

6. Schedule 6 - Licensed Patents and IP: List of specific patents, trade secrets, and other IP included in the transfer

7. Appendix A - Testing Procedures: Acceptance testing criteria and procedures

8. Appendix B - Training Program: Details of training modules and requirements if applicable

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Technology
Licensed Patents
Licensed Know-How
Technical Information
Intellectual Property Rights
Effective Date
Territory
Field of Use
Improvements
Implementation Period
Technical Documentation
Acceptance Tests
Acceptance Criteria
Commercial Exploitation
Confidential Information
Background IP
Foreground IP
Licensed Products
Net Sales
Royalties
Support Services
Training Services
Development Phase
Implementation Plan
Technical Specifications
Delivery Date
Quality Standards
Source Code
Object Code
Trade Secrets
Derivative Works
Affiliate
Force Majeure
Intellectual Property Claims
Required Consents
Working Day
Technical Error
Implementation Milestone
Documentation
Technology Updates
Escrow Agreement
Export Controls
Personal Data
Technical Support
License Fee
Commercial Launch
Performance Requirements
Regulatory Approvals
Technical Defect
Knowledge Transfer
Clauses
Definitions
License Grant
Technology Transfer
Intellectual Property Rights
Implementation
Payment Terms
Royalties
Confidentiality
Warranties
Indemnification
Limitation of Liability
Technical Support
Training
Quality Control
Documentation
Acceptance Testing
Term and Termination
Force Majeure
Assignment
Regulatory Compliance
Export Control
Data Protection
Source Code Escrow
Improvements
Sub-licensing
Audit Rights
Performance Requirements
Knowledge Transfer
Non-Competition
Dispute Resolution
Governing Law
Notices
Insurance
Entire Agreement
Severability
Third Party Rights
Amendments
Technical Specifications
Implementation Timeline
Territory Restrictions
Field of Use Restrictions
Relevant Industries

Information Technology

Biotechnology

Pharmaceutical

Manufacturing

Automotive

Aerospace

Electronics

Telecommunications

Clean Technology

Medical Devices

Chemical Industry

Semiconductor

Software Development

Artificial Intelligence

Robotics

Relevant Teams

Legal

Research & Development

Intellectual Property

Innovation

Business Development

Technology Transfer Office

Commercial

Compliance

Technical Operations

Corporate Development

Relevant Roles

Chief Technology Officer

Head of R&D

Intellectual Property Manager

Legal Counsel

Technology Transfer Officer

Innovation Manager

Research Director

Commercial Director

Licensing Manager

Patent Attorney

Business Development Manager

Chief Legal Officer

R&D Project Manager

Technology Commercialization Manager

Head of Innovation

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary source of contract law in the Netherlands, governing formation, execution, and termination of contracts (particularly Book 6 on General Contract Law)
EU Technology Transfer Block Exemption Regulation (TTBER): Regulation (EU) No 316/2014 governing competition aspects of technology licensing agreements between companies
Dutch Patents Act (Rijksoctrooiwet): Governs patent protection and transfer of patent rights in the Netherlands
Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen): Implementation of EU Trade Secrets Directive, protecting confidential business information and know-how
EU General Data Protection Regulation (GDPR): Regulation governing personal data protection if the technology transfer involves processing of personal data
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Governs taxation aspects of technology transfers and associated royalties or payments
EU Dual-use Regulation: Regulation (EU) 2021/821 controlling export of dual-use items, including technology transfers to non-EU countries
Dutch Copyright Act (Auteurswet): Governs protection and transfer of software and other copyrightable elements of technology
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Technology Licensing Agreement

A Dutch law-governed agreement establishing terms for licensing proprietary technology, including usage rights, payments, and compliance requirements.

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Tech Transfer Agreement

Dutch-law agreement for transferring technology and related IP rights between parties, incorporating Dutch and EU regulatory requirements.

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