Irrevocable License for the Netherlands

Irrevocable License Template for Netherlands

This Dutch law-governed irrevocable license agreement establishes a permanent, non-terminable right to use specified intellectual property or other assets. The agreement, structured under the Dutch Civil Code (Burgerlijk Wetboek), provides comprehensive terms for the perpetual grant of rights, including detailed provisions for usage scope, compensation, warranties, and compliance requirements. It incorporates specific Dutch legal requirements while ensuring the irrevocable nature of the license is properly documented and enforceable under Dutch jurisdiction.

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What is a Irrevocable License?

This Irrevocable License agreement template is designed for use in situations where a permanent, non-revocable grant of rights is required under Dutch law. It is particularly suitable for significant commercial arrangements where the licensee requires absolute certainty about the continuity of their licensed rights. The document incorporates essential elements required under Dutch law, including specific provisions from the Dutch Civil Code governing irrevocable juridical acts. It addresses key aspects such as scope of use, territory, quality control, and compliance requirements, while ensuring the irrevocable nature of the license is properly established and maintained. This template is commonly used in technology transfers, patent licensing, software distribution, and other scenarios where permanent rights need to be established with clarity and legal certainty.

What sections should be included in a Irrevocable License?

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

2. Background: Context of the agreement and description of the subject matter being licensed

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

4. Grant of License: Detailed description of the rights being granted and explicit statement of irrevocability

5. Scope of License: Specific parameters of the license including territory, field of use, and any restrictions

6. License Fee: Payment terms, including any ongoing royalties or one-time payments

7. Intellectual Property Rights: Confirmation of ownership and protection of underlying IP rights

8. Representations and Warranties: Statements regarding ownership, right to license, and quality of licensed material

9. Indemnification: Obligations to defend and compensate for third-party claims

10. Maintenance and Support: Obligations regarding ongoing maintenance or support of licensed material

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

12. Entire Agreement: Integration clause confirming this document represents the complete agreement

What sections are optional to include in a Irrevocable License?

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

2. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties

3. Improvements: Include when dealing with technology that may be improved upon during the license term

4. Export Control: Required when licensed material may be subject to export regulations

5. Source Code Escrow: Include for software licenses where source code access may be needed

6. Data Protection: Required when the licensed material involves processing personal data

7. Competition Law Compliance: Include when license contains territorial or usage restrictions

8. Assignment: Include when transfer rights need to be specifically addressed

What schedules should be included in a Irrevocable License?

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

2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

4. Schedule 4 - Service Levels: Performance standards and metrics for maintenance and support

5. Appendix A - Approved Form of Use: Guidelines for how licensed material may be used

6. Appendix B - Quality Control Standards: Specific standards and requirements for quality maintenance

7. Appendix C - Reporting Requirements: Templates and schedules for required reporting

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
Relevant Industries

Technology & Software

Intellectual Property

Manufacturing

Pharmaceuticals & Life Sciences

Media & Entertainment

Telecommunications

Research & Development

Biotechnology

Industrial Design

Consumer Products

Relevant Teams

Legal

Intellectual Property

Research & Development

Business Development

Operations

Compliance

Technology Transfer

Innovation

Commercial

Patents

Licensing

Relevant Roles

General Counsel

IP Counsel

Licensing Manager

Legal Director

Contract Manager

Chief Technology Officer

Head of Research & Development

Business Development Director

Chief Operating Officer

Compliance Officer

Technology Transfer Manager

Innovation Director

Commercial Director

Patent Attorney

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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