The Perpetual Royalty License agreement is essential for businesses seeking to establish long-term licensing relationships under Swiss law. This document is particularly relevant when a rights holder wishes to grant permanent usage rights to their intellectual property while maintaining a continuous revenue stream through royalty payments. It's commonly used in technology transfers, patent licensing, software licensing, and trademark licensing arrangements. The agreement must comply with Swiss federal laws, including the Swiss Code of Obligations and relevant IP legislation, while providing clear mechanisms for royalty calculations, payment terms, quality control, and dispute resolution. The document is structured to protect both the licensor's intellectual property rights and the licensee's commercial interests, making it suitable for both domestic Swiss arrangements and international licensing relationships where Swiss law is chosen as the governing law.

1. Parties: Identification and details of the licensor and licensee, including their legal status and registered addresses

2. Background: Context of the agreement, description of the intellectual property, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Rights, Territory, and Field of Use

4. Grant of License: Scope of the perpetual license, including any territorial restrictions and field of use limitations

5. Royalty Obligations: Detailed structure of royalty calculations, payment terms, currency, and payment methods

6. Reporting and Audit Rights: Requirements for regular reporting of sales/usage and licensor's audit rights

7. Quality Control: Standards for use of the licensed IP and quality maintenance requirements

8. Intellectual Property Protection: Provisions for IP protection, handling of infringement, and prosecution of violations

9. Representations and Warranties: Standard and specific warranties regarding IP ownership, right to license, and non-infringement

10. Indemnification: Mutual indemnification obligations and procedures

11. Confidentiality: Protection of confidential information exchanged during the license relationship

12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments