Perpetual Irrevocable License Template for Austria

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Key Requirements PROMPT example:

Perpetual Irrevocable License

"I need a Perpetual Irrevocable License agreement for software developed by my company that will be licensed to a large manufacturing company in Austria, including provisions for source code access and technical support starting March 2025."

Document background
This Perpetual Irrevocable License agreement is designed for situations where a permanent, non-revocable transfer of usage rights is required while maintaining the original ownership of the intellectual property. It is particularly suitable for long-term strategic partnerships, technology transfers, or software implementations where the licensee needs guaranteed continuous access to the licensed material. The agreement complies with Austrian legal requirements, including the ABGB and relevant IP laws, and addresses key aspects such as scope of use, warranties, liability, and dispute resolution. This document is commonly used in technology transfers, software licensing, patent licensing, and other scenarios requiring permanent rights allocation while maintaining the licensor's underlying ownership rights.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

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

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

4. Grant of License: Detailed description of the license grant, explicitly stating its perpetual and irrevocable nature

5. Scope of License: Specific rights granted, permitted uses, and any territorial restrictions

6. Payment Terms: One-time payment details or ongoing royalties if applicable

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

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

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

10. Liability and Indemnification: Limitation of liability and indemnification obligations

11. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and notices

Optional Sections

1. Quality Control: Required when licensing trademarks or brands requiring quality standards

2. Maintenance and Support: Needed when licensing software or technical solutions

3. Sub-licensing Rights: Include when licensee is permitted to sub-license

4. Export Control: Required when licensed material is subject to export regulations

5. Source Code Escrow: Relevant for software licenses where source code access might be needed

6. Data Protection: Required when personal data processing is involved

7. Audit Rights: Include when usage monitoring or royalty verification is needed

8. Competition Law Compliance: Required when license contains restrictions that might affect competition

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property

2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material

3. Schedule 3 - Payment Terms: Detailed payment schedule and calculation methods if complex

4. Schedule 4 - Approved Uses: Specific permitted uses and examples of authorized usage

5. Schedule 5 - Quality Standards: Detailed quality requirements if applicable

6. Appendix A - Form of Reports: Templates for any required reporting

7. Appendix B - Contact Details: Key contacts and notice details for both parties

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Research and Development

Biotechnology

Pharmaceuticals

Media and Entertainment

Industrial Design

Telecommunications

Engineering

Education

Healthcare

Automotive

Consumer Electronics

Relevant Teams

Legal

Intellectual Property

Research and Development

Information Technology

Software Development

Business Development

Commercial

Compliance

Technical Operations

Product Development

Innovation

Contracts Administration

Relevant Roles

Chief Technology Officer

Intellectual Property Manager

Legal Counsel

Licensing Manager

Contract Manager

Research Director

Head of Innovation

Patent Attorney

Software Development Manager

Chief Legal Officer

Business Development Director

Technology Transfer Officer

IP Rights Manager

General Counsel

Commercial Director

Industries
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

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