Standard Licensing Agreement for the Netherlands

Standard Licensing Agreement Template for Netherlands

A comprehensive licensing agreement template governed by Dutch law, designed to establish and regulate the terms under which intellectual property rights are licensed from one party to another. This agreement complies with the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations, incorporating essential provisions for IP protection, usage rights, payment terms, and quality control. The document includes mandatory provisions required under Dutch law while maintaining flexibility to accommodate various types of intellectual property and business arrangements, from software and patents to trademarks and copyrights.

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What is a Standard Licensing Agreement?

This Standard Licensing Agreement template is designed for use under Dutch law when one party (licensor) wishes to grant another party (licensee) the right to use specific intellectual property while retaining ownership. The agreement is suitable for various types of intellectual property, including patents, trademarks, copyrights, and trade secrets, and can be customized for both B2B and B2C arrangements. It incorporates requirements from the Dutch Civil Code and relevant EU regulations, particularly important for cross-border licensing within the EU. The template includes comprehensive provisions covering license scope, payment terms, quality control, and compliance requirements, making it suitable for both straightforward and complex licensing arrangements. This Standard Licensing Agreement is particularly valuable for businesses operating in the Netherlands or those seeking to license intellectual property under Dutch law, offering a balanced framework that protects both licensor and licensee interests.

What sections should be included in a Standard Licensing Agreement?

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

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. Grant of License: Scope and nature of the license being granted, including any territorial restrictions

5. License Fees and Payment Terms: Financial terms, payment schedule, and related obligations

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

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed property

8. Quality Control: Standards and requirements for use of the licensed property

9. Confidentiality: Protection of confidential information exchanged between parties

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Post-Termination Obligations: Obligations that survive after the agreement ends

12. Warranties and Indemnities: Representations about the licensed property and allocation of risks

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

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Standard Licensing Agreement?

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

2. Minimum Performance Requirements: Include when license includes performance targets or minimum royalty requirements

3. Source Code Escrow: Include for software licenses where source code access may be required

4. Export Control: Include when licensed property may be subject to export regulations

5. Data Protection: Include when personal data processing is involved (GDPR compliance)

6. Maintenance and Support: Include when ongoing technical support or updates are part of the license

7. Audit Rights: Include when licensor requires right to audit licensee's use or royalty calculations

8. Insurance Requirements: Include when specific insurance coverage is required for licensed activities

What schedules should be included in a Standard Licensing Agreement?

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

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

3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms

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

5. Schedule 5 - Approved Use Cases: Specific approved uses and applications of the licensed property

6. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks if applicable

7. Appendix B - Support and Maintenance Terms: Detailed terms for any support or maintenance services

8. Appendix C - Territory Definition: Detailed description of territorial scope of the 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

Netherlands

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology & Software

Manufacturing

Pharmaceuticals & Healthcare

Media & Entertainment

Consumer Goods

Research & Development

Telecommunications

Biotechnology

Industrial Design

Fashion & Luxury Goods

Automotive

Energy & Utilities

Education & Training

Professional Services

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Product Development

Executive Leadership

Procurement

Technology Transfer

Innovation

Compliance

Finance

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Commercial Director

Business Development Manager

Chief Technology Officer

Research and Development Director

Product Manager

Chief Executive Officer

Contracts Manager

IP Portfolio Manager

Technology Transfer Officer

Innovation Manager

General Counsel

Chief Legal 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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