The Out Licensing Agreement is a crucial legal instrument used when an organization wishes to monetize its intellectual property by granting usage rights to third parties while retaining ownership. This agreement, governed by Swiss law, is particularly valuable for companies with strong IP portfolios looking to expand their market reach or generate additional revenue streams without directly engaging in production or distribution. The document comprehensively addresses key aspects such as license scope, territorial restrictions, financial terms, quality control, and compliance requirements. It incorporates provisions from relevant Swiss legislation, including the Swiss Code of Obligations and federal IP laws, while also considering international treaty obligations. The agreement is typically used in scenarios ranging from technology licensing and pharmaceutical patent licensing to trademark licensing in consumer goods, ensuring proper protection of the licensor's interests while enabling the licensee to effectively exploit the licensed rights.
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1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, ownership of the intellectual property, and purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and field of use restrictions
5. License Fees and Royalties: Financial terms, including upfront payments, running royalties, minimum royalties, and payment terms
6. Intellectual Property Rights: Ownership of IP, improvements, and new developments
7. Quality Control: Standards for licensed products/services and licensor's right to inspect and approve
8. Confidentiality: Protection of confidential information exchanged during the relationship
9. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
10. Post-Termination Obligations: Obligations surviving termination and wind-down provisions
11. Warranties and Representations: Parties' warranties regarding IP ownership, authority to contract, and non-infringement
12. Indemnification: Mutual indemnification obligations for breaches and third-party claims
13. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties
2. Technical Support and Training: Include when licensor provides technical assistance or training
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Export Control: Include when licensed technology is subject to export restrictions
5. Source Code Escrow: Include for software licensing agreements
6. Clinical Trial Obligations: Include for pharmaceutical or medical device licensing
7. Regulatory Compliance: Include when licensed products require regulatory approvals
8. Manufacturing Requirements: Include when license involves manufacturing rights
9. Competition Law Compliance: Include when territorial restrictions or market divisions are involved
10. Data Protection: Include when personal data processing is involved in the licensed activities
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Technical Specifications: Technical details and requirements for licensed products or technology
3. Schedule 3 - Quality Standards: Detailed quality control requirements and procedures
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and examples
5. Schedule 5 - Reporting Templates: Templates for regular reporting of sales and royalty calculations
6. Schedule 6 - Territory Definition: Detailed description of licensed territory including any excluded regions
7. Schedule 7 - Brand Guidelines: Guidelines for use of licensed trademarks and branding
8. Schedule 8 - Development Milestones: Key development or commercialization milestones if applicable
9. Schedule 9 - Approved Sublicensees: List of pre-approved sublicensees if applicable
10. Schedule 10 - Contact Details: Key contacts for various aspects of agreement administration
Relevant legal definitions
Affiliate
Agreement
Background IP
Confidential Information
Effective Date
Field of Use
Force Majeure
Foreground IP
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Quality Standards
Quarterly Report
Regulatory Approvals
Renewal Term
Royalty Period
Sublicense
Sublicensee
Technical Documentation
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Valid Claim
Commercial Launch
Development Plan
First Commercial Sale
Manufacturing Process
Marketing Authorization
Minimum Royalty
Patent Expenses
Quality Control Procedures
Regulatory Requirements
Royalty Rate
Technical Assistance
Territory Expansion Rights
Upfront Payment
Agreement
Background IP
Confidential Information
Effective Date
Field of Use
Force Majeure
Foreground IP
Gross Sales
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed Products
Licensed Technology
Licensed Territory
Net Sales
Patent Rights
Quality Standards
Quarterly Report
Regulatory Approvals
Renewal Term
Royalty Period
Sublicense
Sublicensee
Technical Documentation
Technical Information
Term
Third Party
Trade Secrets
Trademarks
Working Day
Year
Valid Claim
Commercial Launch
Development Plan
First Commercial Sale
Manufacturing Process
Marketing Authorization
Minimum Royalty
Patent Expenses
Quality Control Procedures
Regulatory Requirements
Royalty Rate
Technical Assistance
Territory Expansion Rights
Upfront Payment
Clauses
Parties and Recitals
Definitions
Grant of License
Exclusivity
Territory
Sublicensing
License Fees
Royalties
Payment Terms
Audit Rights
Quality Control
Technical Support
Intellectual Property Rights
Improvements
Confidentiality
Non-Competition
Representations and Warranties
Technology Transfer
Record Keeping
Reporting
Regulatory Compliance
Manufacturing Standards
Marketing and Promotion
Development Obligations
Performance Requirements
Minimum Sales
Export Control
Force Majeure
Term
Termination
Post-Termination
Assignment
Indemnification
Limitation of Liability
Insurance
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Data Protection
Anti-Corruption
Competition Law
Definitions
Grant of License
Exclusivity
Territory
Sublicensing
License Fees
Royalties
Payment Terms
Audit Rights
Quality Control
Technical Support
Intellectual Property Rights
Improvements
Confidentiality
Non-Competition
Representations and Warranties
Technology Transfer
Record Keeping
Reporting
Regulatory Compliance
Manufacturing Standards
Marketing and Promotion
Development Obligations
Performance Requirements
Minimum Sales
Export Control
Force Majeure
Term
Termination
Post-Termination
Assignment
Indemnification
Limitation of Liability
Insurance
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Data Protection
Anti-Corruption
Competition Law
Relevant Industries
Technology and Software
Pharmaceuticals and Biotechnology
Manufacturing and Industrial
Consumer Goods
Media and Entertainment
Telecommunications
Healthcare and Medical Devices
Automotive
Chemical and Materials
Fashion and Luxury Goods
Relevant Teams
Legal
Intellectual Property
Business Development
Finance
Research and Development
Compliance
Technology Transfer
Commercial Operations
Product Development
Quality Assurance
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Chief Financial Officer
Head of Intellectual Property
Licensing Director
Legal Counsel
IP Portfolio Manager
Business Development Director
Commercial Director
Technology Transfer Manager
Contracts Manager
Compliance Officer
Research and Development Director
Product Development Manager
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