Sub Licence Agreement for Germany

Sub Licence Agreement Template for Germany

A Sub Licence Agreement under German law (governed by the Bürgerliches Gesetzbuch and relevant IP legislation) is a legally binding contract where a licensee under a head license grants certain rights to a third party (sub-licensee). The agreement details the scope of licensed rights, territorial restrictions, payment terms, and compliance obligations with the head license. It incorporates specific German legal requirements regarding contract formation, intellectual property rights, and competition law compliance, while ensuring alignment with EU regulations where applicable.

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What is a Sub Licence Agreement?

A Sub Licence Agreement is essential when a licensee under an existing license agreement (head license) wishes to grant certain rights to a third party. This document type is commonly used in German business practice and must comply with German civil law (BGB) and intellectual property legislation. The agreement typically includes detailed provisions on the scope of licensed rights, territory restrictions, royalty arrangements, quality control measures, and compliance with head license terms. It's particularly relevant in technology transfer, franchise arrangements, and intellectual property commercialization. The document must carefully balance the rights and obligations under the head license while establishing clear parameters for the sub-license relationship, often requiring specific provisions to address German and EU regulatory requirements.

What sections should be included in a Sub Licence Agreement?

1. Parties: Identification of the parties: Sub-licensor and Sub-licensee, including full legal names and registered addresses

2. Background: Context of the agreement, reference to head license, and confirmation of sub-licensing rights

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

4. Grant of Sub-License: Scope of the sub-license, including territory, exclusivity/non-exclusivity, and any field restrictions

5. Head License Compliance: Obligations to comply with head license terms and flow-down provisions

6. Payment Terms: License fees, royalties, payment schedule, and reporting requirements

7. Protection of Licensed Rights: IP protection obligations, quality control, and maintenance of rights

8. Warranties and Representations: Standard warranties regarding authority to grant sub-license and non-infringement

9. Liability and Indemnification: Limitation of liability and indemnification provisions

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. Term and Termination: Duration, termination rights, and consequences of termination

12. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

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

1. Improvements: Terms regarding ownership and licensing of improvements to the licensed technology, used when innovation is expected

2. Quality Control: Specific quality requirements and inspection rights, necessary for trademark or brand-related licenses

3. Data Protection: GDPR compliance provisions, required when personal data processing is involved

4. Source Code Escrow: Escrow arrangements for software licenses where source code access might be needed

5. Manufacturing Requirements: Specific manufacturing standards and requirements, used for product-related licenses

6. Export Control: Export compliance provisions, necessary for international sub-licensing arrangements

7. Training and Support: Terms for technical support and training, included when necessary for implementation

What schedules should be included in a Sub Licence Agreement?

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

2. Schedule 2 - Territory and Field of Use: Specific definition of geographic territory and permitted applications

3. Schedule 3 - Payment Terms: Detailed payment structures, royalty calculations, and reporting templates

4. Schedule 4 - Technical Specifications: Technical details and requirements for the licensed technology

5. Schedule 5 - Head License Terms: Relevant excerpts or summary of head license terms that affect the sub-license

6. Schedule 6 - Quality Standards: Specific quality requirements and testing procedures

7. Appendix A - Approved Sub-Licensee Products: List of products approved for manufacture/sale under the sub-license

8. Appendix B - Reporting Templates: Standard forms for required periodic reports and royalty calculations

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

Germany

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology & Software

Pharmaceuticals & Healthcare

Manufacturing & Industrial

Media & Entertainment

Telecommunications

Biotechnology

Automotive

Consumer Goods

Research & Development

Electronics

Relevant Teams

Legal

Intellectual Property

Research & Development

Business Development

Commercial

Compliance

Technology

Finance

Operations

Product Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Technology Officer

Commercial Director

Compliance Officer

Contract Manager

Patent Attorney

Technology Transfer Officer

Head of Research & Development

Innovation 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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