Excluded Licence Agreement for the Netherlands

Excluded Licence Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that explicitly defines and establishes the limitations and exclusions within a license agreement. This agreement specifically outlines what rights are not granted to the licensee, providing clear boundaries for intellectual property usage. It incorporates provisions compliant with Dutch civil code and intellectual property laws, including specific restrictions, territorial limitations, and usage constraints. The document serves as a crucial risk management tool by clearly delineating what falls outside the scope of the licensed rights.

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Excluded Licence Agreement

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What is a Excluded Licence Agreement?

The Excluded License Agreement is a specialized legal instrument used when parties need to clearly define the boundaries and limitations of licensed intellectual property rights under Dutch law. This document type is particularly important in scenarios where the licensor needs to maintain specific rights or restrict certain uses of their intellectual property. The agreement explicitly outlines what is not included in the license grant, helping prevent misunderstandings and potential disputes. It's commonly used in technology transfers, software licensing, patent licensing, and other intellectual property transactions where precise definition of excluded rights is crucial. The document ensures compliance with Dutch civil code requirements while protecting the licensor's interests by clearly documenting restrictions and exclusions.

What sections should be included in a Excluded Licence Agreement?

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

2. Background: Context of the agreement and relationship between parties

3. Definitions: Defined terms used throughout the agreement

4. Grant of License: Scope of the license grant and explicit exclusions

5. Restrictions: Specific limitations on use of the licensed material

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

7. Term and Termination: Duration of agreement and termination provisions

8. Confidentiality: Protection of confidential information

9. Warranties and Representations: Statements about the licensed material and parties' authority

10. Liability and Indemnification: Allocation of risks and responsibilities

11. General Provisions: Standard legal clauses including governing law, notices, and assignment

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

1. License Fees: Include when the license is not royalty-free

2. Technical Requirements: Include when specific technical conditions must be met for use

3. Quality Control: Include when licensed material usage must meet quality standards

4. Reporting and Audit Rights: Include when usage tracking or financial reporting is required

5. Support and Maintenance: Include when technical support is provided

6. Data Protection: Include when personal data processing is involved

7. Export Control: Include when licensed material is subject to export regulations

8. Source Code Escrow: Include when software source code needs to be protected

What schedules should be included in a Excluded Licence Agreement?

1. Schedule 1 - Licensed Material: Detailed description of the material being licensed

2. Schedule 2 - Excluded Items: Specific listing of items excluded from the license

3. Schedule 3 - Technical Specifications: Technical requirements and specifications

4. Schedule 4 - Fee Schedule: Detailed breakdown of any applicable fees

5. Schedule 5 - Service Levels: Performance metrics and service standards if applicable

6. Appendix A - Contact Details: Key contacts for both parties

7. Appendix B - Approved Use Cases: Specific approved uses of the licensed material

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

Netherlands

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Telecommunications

Manufacturing

Media and Entertainment

Pharmaceutical

Biotechnology

Research and Development

Consumer Electronics

Industrial Design

Automotive

Healthcare Technology

Financial Technology

Relevant Teams

Legal

Intellectual Property

Licensing

Business Development

Research and Development

Commercial

Compliance

Technology Transfer

Product Development

Innovation

Corporate Affairs

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Technology Transfer Officer

Patent Attorney

Commercial Director

Chief Legal Officer

Chief Technology Officer

IP Rights Manager

Software Licensing Manager

Research and Development Director

Innovation Manager

Compliance 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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