The Excluded License Agreement is a crucial document used when a rights holder wishes to grant exclusive rights to their intellectual property while maintaining specific carve-outs or reservations. This agreement type is particularly suited for situations where the licensor wants to maintain control over certain aspects of their IP or reserve rights for specific territories or applications. Under Swiss law, the agreement must carefully balance the exclusive rights granted against competition law considerations and incorporate specific provisions required by Swiss contract law. The document typically includes detailed provisions on scope, territory, royalties, quality control, and enforcement mechanisms, with particular attention to the Swiss legal framework's requirements for clarity and certainty in contractual arrangements.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the licensed rights and business purpose
3. Definitions: Defined terms used throughout the agreement
4. Grant of Rights: Scope of the exclusive license, including territory and field of use
5. Exclusions and Reservations: Rights specifically reserved by licensor and limitations on exclusivity
6. Payment Terms: License fees, royalties, payment schedule and reporting obligations
7. Quality Control: Standards for use of licensed rights and approval procedures
8. Protection and Enforcement: Obligations regarding IP protection and enforcement against third parties
9. Representations and Warranties: Standard warranties regarding ownership and right to license
10. Term and Termination: Duration, renewal terms and termination rights
11. Post-Termination: Obligations and rights after agreement ends
12. General Provisions: Standard boilerplate including governing law, jurisdiction, and notices
1. Sublicensing Rights: Include when licensee is permitted to sublicense rights to third parties
2. Improvements: Include when parties anticipate developments or improvements to licensed rights
3. Compliance with Laws: Include for regulated industries or specific compliance requirements
4. Data Protection: Include when personal data processing is involved
5. Export Control: Include for international licensing arrangements
6. Source Code Escrow: Include for software licensing agreements
7. Manufacturing Standards: Include for licenses involving product manufacturing
8. Marketing and Promotion: Include when agreement covers marketing rights
1. Licensed Rights: Detailed description of IP rights covered by the license
2. Territory: Detailed definition of geographical scope
3. Royalty Calculations: Detailed methodology for calculating royalties
4. Quality Standards: Specific quality requirements and specifications
5. Approved Sub-contractors: List of approved third parties (if relevant)
6. Technical Specifications: Technical details of licensed technology or products
7. Brand Guidelines: Guidelines for use of licensed marks or branding
8. Reporting Templates: Standard forms for required reporting
Relevant legal definitions
Agreement
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Excluded Rights
Excluded Territory
Field of Use
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Territory
Licensor Materials
Net Sales
Patents
Quality Standards
Quarter
Renewal Term
Reporting Period
Royalties
Subsidiary
Technical Information
Term
Territory
Third Party
Trademarks
Working Day
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Effective Date
Excluded Rights
Excluded Territory
Field of Use
Force Majeure Event
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Territory
Licensor Materials
Net Sales
Patents
Quality Standards
Quarter
Renewal Term
Reporting Period
Royalties
Subsidiary
Technical Information
Term
Territory
Third Party
Trademarks
Working Day
Clauses
Definitions
License Grant
Exclusivity
Territory
Field of Use
Exclusions
Term and Duration
Royalties
Payment Terms
Reporting Obligations
Quality Control
Audit Rights
IP Protection
IP Enforcement
Confidentiality
Non-Competition
Representations and Warranties
Liability
Indemnification
Force Majeure
Assignment
Termination
Post-Termination Obligations
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Data Protection
Compliance with Laws
Export Control
Anti-Corruption
Survival
License Grant
Exclusivity
Territory
Field of Use
Exclusions
Term and Duration
Royalties
Payment Terms
Reporting Obligations
Quality Control
Audit Rights
IP Protection
IP Enforcement
Confidentiality
Non-Competition
Representations and Warranties
Liability
Indemnification
Force Majeure
Assignment
Termination
Post-Termination Obligations
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Data Protection
Compliance with Laws
Export Control
Anti-Corruption
Survival
Relevant Industries
Technology
Pharmaceuticals
Manufacturing
Consumer Goods
Software
Biotechnology
Entertainment
Media
Fashion
Automotive
Telecommunications
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Finance
Operations
Technology Transfer
Product Development
Relevant Roles
Chief Legal Officer
IP Counsel
Licensing Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Contract Manager
General Counsel
IP Portfolio Manager
Head of Research and Development
Chief Commercial Officer
Compliance Officer
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