Sub Licence Agreement for Switzerland

Sub Licence Agreement Template for Switzerland

A Swiss law-governed Sub Licence Agreement is a sophisticated legal instrument that enables a license holder to grant some or all of their licensed rights to a third party. Operating under the comprehensive Swiss legal framework, particularly the Swiss Code of Obligations and relevant IP laws, this agreement carefully delineates the terms under which intellectual property rights can be sub-licensed, including scope, territory, payment terms, and quality control requirements. The document incorporates specific Swiss legal requirements while addressing the complex three-way relationship between the main licensor, sub-licensor, and sub-licensee.

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What is a Sub Licence Agreement?

The Sub Licence Agreement is utilized when a party holding a license wishes to grant certain rights to a third party, subject to the terms of the main license agreement and Swiss law. This document is essential in situations where business expansion, technology transfer, or commercial collaboration requires the sharing of licensed intellectual property rights. The agreement must carefully balance the interests of all parties while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations and intellectual property laws. It typically includes detailed provisions on scope, territory, payment terms, quality control, and termination rights, while also addressing specific Swiss law considerations such as competition law compliance and data protection requirements. The document is particularly important in industries where intellectual property rights form a crucial part of business operations and need to be carefully managed across multiple parties.

What sections should be included in a Sub Licence Agreement?

1. Parties: Identification of the main license holder (sub-licensor) and the sub-licensee, including full legal names and registered addresses

2. Background: Context of the agreement, including reference to the main license agreement and confirmation of the sub-licensor's right to grant sub-licenses

3. Definitions: Definitions of key terms used throughout the agreement, including specific technical, commercial, and legal terminology

4. Grant of Sub-License: Detailed description of the rights being granted, including scope, territory, and any restrictions

5. Term and Termination: Duration of the sub-license, renewal provisions, and circumstances allowing termination

6. Payment Terms: Financial terms including license fees, royalties, payment schedules, and reporting requirements

7. Obligations of the Sub-Licensee: Specific duties and responsibilities of the sub-licensee, including quality control and reporting

8. Intellectual Property Rights: Provisions regarding ownership, protection, and enforcement of IP rights

9. Warranties and Representations: Warranties given by both parties, including authority to enter into agreement and IP ownership

10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

11. Confidentiality: Provisions for protecting confidential information exchanged under the agreement

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures

What sections are optional to include in a Sub Licence Agreement?

1. Quality Control: Required when the sub-license involves branded products or services requiring specific quality standards

2. Technology Transfer: Needed when technical knowledge or support is required for implementing the licensed technology

3. Export Control: Required when the licensed IP may be subject to export control regulations

4. Source Code Escrow: Relevant for software-related sub-licenses to ensure business continuity

5. Data Protection: Required when personal data processing is involved in the licensed activities

6. Competition Law Compliance: Needed when the sub-license arrangement could have competition law implications

7. Insurance: Required when specific insurance coverage is needed for the licensed activities

8. Marketing and Promotion: Relevant when the sub-license includes rights to promote or market the licensed IP

What schedules should be included in a Sub Licence Agreement?

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

2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed IP

3. Schedule 3 - Commercial Terms: Detailed financial terms, including fee structures and calculation methods

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Reporting Templates: Standard forms for required periodic reporting

6. Appendix A - Main License Agreement: Copy or relevant excerpts of the main license agreement

7. Appendix B - Territory Definition: Detailed description of the geographic territory covered by the sub-license

8. Appendix C - Approved Sub-License Products/Services: List of specific products or services covered by the sub-license

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

Pharmaceuticals & Healthcare

Manufacturing & Industrial

Consumer Goods & Retail

Media & Entertainment

Telecommunications

Biotechnology

Research & Development

Automotive

Fashion & Luxury Goods

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Compliance

Quality Assurance

Technical Operations

Finance

Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Commercial Director

Business Development Manager

Chief Technology Officer

Research & Development Director

Compliance Officer

Contract Manager

IP Rights Administrator

Technology Transfer Officer

Quality Assurance 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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