Right Of First Refusal License Agreement for Switzerland

Right Of First Refusal License Agreement Template for Switzerland

A Right of First Refusal License Agreement under Swiss law is a specialized legal document that combines licensing rights with a pre-emptive right mechanism. This agreement grants a license to use specific intellectual property or technology while also providing the licensee with the right to match any third-party offer for additional or expanded rights in the future. The document is governed by Swiss law, particularly the Swiss Code of Obligations and relevant intellectual property legislation, ensuring compliance with Swiss commercial and contract law principles. It includes detailed provisions for the exercise of the right of first refusal, licensing terms, and protection mechanisms for both parties.

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What is a Right Of First Refusal License Agreement?

This document is essential when parties wish to establish a licensing relationship while securing future licensing opportunities through a right of first refusal mechanism. A Right of First Refusal License Agreement is particularly valuable in situations where the licensor may want to grant additional rights or licenses in the future, but wants to maintain a controlled relationship with the current licensee. Under Swiss law, this agreement provides a structured framework for both the initial license and the process for exercising pre-emptive rights. It typically includes detailed provisions about the licensed intellectual property, scope of use, territorial restrictions, quality control measures, and the specific mechanism for exercising the right of first refusal. The agreement is commonly used in technology transfers, software licensing, patent licensing, and other intellectual property transactions where maintaining control over future licensing opportunities is crucial.

What sections should be included in a Right Of First Refusal License Agreement?

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

2. Background: Context of the agreement, including description of the intellectual property and business relationship

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

4. Grant of License: Scope and nature of the license granted

5. Right of First Refusal: Detailed mechanism of the right of first refusal, including notification process, exercise period, and terms

6. License Fees: Payment terms, royalties, and other financial considerations

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Intellectual Property Rights: Ownership and protection of IP rights

9. Confidentiality: Obligations regarding confidential information

10. Representations and Warranties: Standard warranties about ownership, authority to contract, and IP rights

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments

What sections are optional to include in a Right Of First Refusal License Agreement?

1. Quality Control: Required when the license involves trademarks or branding requirements

2. Territory Restrictions: Include when the license is limited to specific geographic areas

3. Sublicensing Rights: Include when sublicensing is permitted or specifically prohibited

4. Insurance: Include when specific insurance coverage is required

5. Export Control: Required when the licensed technology may be subject to export restrictions

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

7. Competition Law Compliance: Include when the agreement might raise competition law concerns

8. Data Protection: Required when personal data processing is involved

What schedules should be included in a Right Of First Refusal License Agreement?

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed

2. Schedule 2 - License Fees and Payment Terms: Detailed breakdown of all financial terms and payment schedules

3. Schedule 3 - Technical Specifications: Technical details of the licensed technology or products

4. Schedule 4 - Quality Standards: Specific quality requirements and standards to be maintained

5. Schedule 5 - Notification Process: Detailed procedures for exercising the right of first refusal

6. Appendix A - Form of Notice: Template for right of first refusal notices

7. Appendix B - Approved Uses: Specific approved uses of the licensed IP

8. Appendix C - Territory Map: If territorial restrictions apply, detailed map or description of territories

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceuticals

Manufacturing

Research & Development

Electronics

Telecommunications

Industrial Design

Consumer Goods

Media & Entertainment

Healthcare

Automotive

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Technology Transfer

Licensing

Corporate Development

Innovation

Product Development

Relevant Roles

Chief Legal Officer

Head of Licensing

Intellectual Property Manager

Legal Counsel

Commercial Director

Business Development Manager

Technology Transfer Officer

Contract Manager

Chief Technology Officer

Research Director

Innovation Manager

Patent Attorney

Licensing Executive

General Counsel

Chief Executive Officer

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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