The Irrevocable License agreement is a sophisticated legal instrument used when parties intend to establish a permanent licensing arrangement under German law. It is particularly suitable for situations where the licensee requires guaranteed, long-term access to essential intellectual property or technology for their business operations. The document comprehensively addresses the permanent nature of the license grant while ensuring compliance with German legal requirements, including mandatory provisions of the BGB and UrhG. This agreement type is commonly used in strategic technology transfers, manufacturing arrangements, and long-term business partnerships where the licensed material forms a crucial part of the licensee's business model. The irrevocable nature of the license provides the licensee with security for substantial investments while ensuring appropriate compensation for the licensor.

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration details

2. Background: Context of the agreement, description of the licensed material/rights, and the parties' intention to enter into an irrevocable license

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Material', 'Territory', 'Field of Use', etc.

4. Grant of License: Detailed description of the rights being granted, explicitly stating the irrevocable nature and scope of the license

5. License Fees: Payment terms, including initial payments and any ongoing royalties or fees

6. Representations and Warranties: Licensor's warranties regarding ownership and right to license the material, and general warranties from both parties

7. Maintenance and Support: Obligations regarding maintaining and supporting the licensed material

8. Intellectual Property Rights: Confirmation of ownership rights and handling of improvements or modifications

9. Confidentiality: Obligations regarding confidential information exchanged under the agreement

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

11. Duration: Confirmation of the perpetual nature of the license and any surviving obligations

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes