Non Perpetual License Template for Switzerland

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Key Requirements PROMPT example:

Non Perpetual License

"I need a Non-Perpetual License Agreement for licensing our proprietary software to enterprise clients in the Swiss banking sector, with an initial term of 12 months starting March 1, 2025, including provisions for maintenance services and data protection compliance."

Document background
This Non-Perpetual License Agreement template is designed for use in situations where one party (the licensor) wishes to grant another party (the licensee) temporary rights to use specific intellectual property, software, technology, or other licensed material under Swiss law. The document is particularly relevant when parties need to establish a clear, time-limited licensing arrangement with specific terms regarding usage, payment, and termination. It includes comprehensive provisions for protecting intellectual property rights, defining usage scope, establishing payment terms, and ensuring compliance with Swiss regulatory requirements. The agreement is structured to accommodate various types of licensed material while maintaining consistency with Swiss contract law principles and intellectual property regulations. This template should be used when temporary access to intellectual property is required, rather than permanent transfer of rights, and when parties need to clearly define the duration and terms of the license.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. Grant of License: Specific details of the license being granted, including scope, territory, and duration

5. License Period: Clear specification of the term of the license and any renewal provisions

6. License Fees: Payment terms, amounts, and schedule of payments

7. Licensee Obligations: Specific duties and responsibilities of the licensee

8. Licensor Obligations: Specific duties and responsibilities of the licensor

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

10. Confidentiality: Provisions for handling confidential information

11. Warranties and Representations: Statements of fact and promises made by each party

12. Limitation of Liability: Limitations on parties' liability and any exclusions

13. Termination: Grounds for termination and the process for ending the agreement

14. Post-Termination Obligations: Obligations that survive after the agreement ends

15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards

2. Technical Support: Include when the license includes ongoing technical support or maintenance

3. Data Protection: Required when the licensed material involves personal data processing

4. Source Code Escrow: Include for software licenses where source code protection is needed

5. Export Control: Required when the licensed material may be subject to export regulations

6. Training and Documentation: Include when the license includes training or documentation requirements

7. Performance Metrics: Include when specific performance standards need to be maintained

8. Audit Rights: Include when the licensor needs rights to audit licensee's use of the licensed material

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of the licensed material or technology

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

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, payment terms and calculations

4. Schedule 4 - Service Levels: Performance standards and service level requirements if applicable

5. Schedule 5 - Implementation Plan: Timeline and milestones for implementing the licensed material

6. Appendix A - Approved Use Cases: Specific approved uses of the licensed material

7. Appendix B - Security Requirements: Security standards and requirements to be maintained

8. Appendix C - Contact Details: Key contacts and escalation procedures 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

Information Technology

Software Development

Telecommunications

Manufacturing

Healthcare

Pharmaceuticals

Media and Entertainment

Research and Development

Education

Biotechnology

Financial Services

Automotive

Consumer Electronics

Digital Content

Industrial Technology

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Technology

Software Development

Compliance

Operations

Product Management

Research and Development

Procurement

Finance

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Manager

Business Development Director

Chief Technology Officer

Chief Legal Officer

Commercial Director

Software Development Manager

Product Manager

Technology Transfer Officer

IP Rights Administrator

General Counsel

Compliance Officer

Operations Manager

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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