This document is essential for situations where a permanent and irrevocable transfer of usage rights is required while maintaining the original ownership of the intellectual property. A Perpetual Irrevocable License agreement under Swiss law is particularly suitable for long-term strategic partnerships, technology transfers, or software licensing arrangements where the licensee requires guaranteed continued access to the licensed material. The agreement is structured to comply with Swiss federal regulations and provides comprehensive coverage of usage rights, technical specifications, and compliance requirements. It's commonly used in corporate acquisitions, technology partnerships, and strategic alliances where permanent access to intellectual property is crucial for business operations. The document addresses Swiss-specific legal requirements while maintaining international business standards and practices.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Detailed description of the perpetual and irrevocable license, including scope and territory
5. License Fees: Payment terms, including any one-time fees or ongoing maintenance fees
6. Intellectual Property Rights: Confirmation of ownership and protection of underlying IP rights
7. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
8. Limitation of Liability: Limitations and exclusions of liability under Swiss law
9. Confidentiality: Protection of confidential information exchanged under the agreement
10. Assignment and Sub-licensing: Rights and restrictions regarding transfer of license rights
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Maintenance and Support: Terms for ongoing support services, if provided
2. Quality Control: Required for trademark or brand-related licenses
3. Source Code Escrow: For software licenses where source code access might be needed
4. Data Protection: Required if personal data processing is involved
5. Export Control: Required for international licenses of controlled technology
6. Audit Rights: Optional rights to audit licensee's use of licensed material
7. Performance Requirements: For licenses requiring minimum performance or usage levels
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Support Services: Description of any support or maintenance services if provided
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Guidelines for proper use of the licensed material
7. Appendix B - Quality Standards: Quality standards and specifications if applicable
Relevant legal definitions
Affiliate
Agreement
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground IP
Intellectual Property Rights
Licensed Material
Licensed Technology
License Fees
Licensee
Licensor
Maintenance Services
Modifications
Object Code
Perpetual License
Purpose
Representatives
Source Code
Specifications
Support Services
Technical Information
Territory
Third Party
Updates
Use
Working Day
Written Form
Agreement
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Foreground IP
Intellectual Property Rights
Licensed Material
Licensed Technology
License Fees
Licensee
Licensor
Maintenance Services
Modifications
Object Code
Perpetual License
Purpose
Representatives
Source Code
Specifications
Support Services
Technical Information
Territory
Third Party
Updates
Use
Working Day
Written Form
Clauses
License Grant
Payment Terms
Intellectual Property Rights
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Assignment
Sub-licensing
Technical Support
Documentation
Quality Control
Reporting
Audit Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Written Form
Language
Notices
Territory
Term and Termination
Survival
Data Protection
Export Control
Anti-corruption
Competition Law Compliance
Payment Terms
Intellectual Property Rights
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Assignment
Sub-licensing
Technical Support
Documentation
Quality Control
Reporting
Audit Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Written Form
Language
Notices
Territory
Term and Termination
Survival
Data Protection
Export Control
Anti-corruption
Competition Law Compliance
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Media and Entertainment
Research and Development
Automotive
Telecommunications
Consumer Electronics
Industrial Automation
Healthcare
Educational Technology
Relevant Teams
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Corporate Development
Procurement
Product Development
Innovation
Compliance
Relevant Roles
Chief Technology Officer
Head of Legal
Intellectual Property Counsel
Licensing Manager
Contract Manager
Business Development Director
Chief Innovation Officer
Research Director
Technology Transfer Officer
Legal Counsel
IP Strategy Manager
Software Licensing Manager
Product Manager
Corporate Development Executive
General Counsel
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