Unlimited License Template for Netherlands

This Unlimited License agreement template is designed for use under Dutch law when parties seek to establish a permanent, unrestricted licensing arrangement for intellectual property, technology, or other proprietary materials. The document is particularly relevant when the licensor wishes to grant extensive, ongoing rights to the licensee while maintaining ownership of the underlying intellectual property. It incorporates essential Dutch legal requirements and commercial practices, including provisions for competition law compliance, intellectual property protection, and risk allocation. The agreement is structured to address both immediate implementation needs and long-term relationship management, making it suitable for various commercial contexts where perpetual rights are being granted. It includes comprehensive terms for quality control, technical support, and compliance monitoring, while maintaining flexibility for specific commercial requirements.

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement, including description of the intellectual property and purpose of the license

3. Definitions: Defined terms used throughout the agreement, including Licensed Material, Intellectual Property Rights, and Territory

4. Grant of License: Scope of the unlimited license, including territory, field of use, and any restrictions

5. License Fee: Payment terms, including any ongoing fees, royalties, or one-time payments

6. Intellectual Property Rights: Confirmation of ownership, protection of IPR, and handling of improvements or derivatives

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

8. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

9. Confidentiality: Protection of confidential information exchanged under the agreement

10. Force Majeure: Provisions for handling events beyond parties' reasonable control

11. Assignment and Sub-licensing: Rights and restrictions regarding transfer of license rights

12. Termination: Grounds for termination despite unlimited nature, and consequences of termination

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

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

15. Execution: Signature blocks and execution details