The Termination of License agreement is a crucial document used when parties wish to formally end their existing license relationship before its natural expiration or at the agreed-upon end date. This document is essential under Dutch law when terminating rights to use intellectual property, technology, software, or other licensed materials. It should be used when both parties agree to terminate the license, or when one party exercises its contractual right to terminate. The agreement typically includes provisions for the termination date, settlement of outstanding payments, return or destruction of licensed materials, and ongoing obligations such as confidentiality. It ensures compliance with Dutch civil code requirements and provides clear documentation of the parties' agreement to end their license relationship. The document is particularly important for risk management and maintaining clear records of intellectual property rights and obligations.
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1. Parties: Identification of all parties to the termination agreement, including full legal names and addresses
2. Background: Reference to the original license agreement, its date, and brief context for the termination
3. Definitions: Key terms used in the agreement, including those from the original license that remain relevant
4. Termination Date: Clear specification of when the license agreement will terminate
5. Termination Effect: Statement of the immediate consequences of termination
6. Post-Termination Obligations: Ongoing obligations of both parties after termination, including cease of use and return/destruction of materials
7. Financial Settlement: Details of any final payments, refunds, or financial adjustments
8. Mutual Release: Release of claims related to the license agreement, subject to specified exceptions
9. Survival Clauses: Identification of provisions from original agreement that survive termination
10. Governing Law: Confirmation of Dutch law as governing law and jurisdiction
1. Transition Period: Include when parties need time to wind down operations or transfer responsibilities
2. Intellectual Property Rights: Add when specific IP arrangements need to be addressed post-termination
3. Confidentiality: Include when there are ongoing confidentiality obligations post-termination
4. Data Protection: Add when personal data processing is involved, addressing GDPR requirements
5. Third Party Rights: Include when termination affects rights of third parties or sub-licensees
6. Non-Competition: Add when post-termination competitive restrictions are needed
7. Dispute Resolution: Include when specific dispute resolution mechanisms are desired
8. Force Majeure: Add when termination is related to force majeure events
1. Original License Agreement: Copy of the original license agreement being terminated
2. Inventory of Licensed Materials: List of all materials, software, or items covered by the license
3. Financial Statement: Detailed breakdown of final financial settlements, including any pro-rata calculations
4. Return/Destruction Certificate: Template certificate for confirming return or destruction of licensed materials
5. Transition Plan: Detailed timeline and steps for implementing the termination
6. Contact Details: List of key contacts for both parties during the termination process
Relevant legal definitions
Agreement
Business Day
Confidential Information
Effective Date
Force Majeure
Intellectual Property Rights
License
License Agreement
Licensed Materials
Licensed Products
Licensed Software
Licensed Technology
Licensor Materials
Original Agreement
Parties
Personal Data
Post-Termination Obligations
Related Agreements
Surviving Provisions
Termination Date
Termination Notice
Transition Period
Territory
Third Party Rights
Working Hours
Business Day
Confidential Information
Effective Date
Force Majeure
Intellectual Property Rights
License
License Agreement
Licensed Materials
Licensed Products
Licensed Software
Licensed Technology
Licensor Materials
Original Agreement
Parties
Personal Data
Post-Termination Obligations
Related Agreements
Surviving Provisions
Termination Date
Termination Notice
Transition Period
Territory
Third Party Rights
Working Hours
Clauses
Termination
Confidentiality
Intellectual Property Rights
Payment
Warranties
Indemnification
Governing Law
Dispute Resolution
Assignment
Force Majeure
Notices
Entire Agreement
Severability
Data Protection
Post-Termination Obligations
Return of Materials
Non-Competition
Survival
Third Party Rights
Further Assurance
Waiver
Amendments
Counterparts
Costs
Time of the Essence
Authority
Confidentiality
Intellectual Property Rights
Payment
Warranties
Indemnification
Governing Law
Dispute Resolution
Assignment
Force Majeure
Notices
Entire Agreement
Severability
Data Protection
Post-Termination Obligations
Return of Materials
Non-Competition
Survival
Third Party Rights
Further Assurance
Waiver
Amendments
Counterparts
Costs
Time of the Essence
Authority
Relevant Industries
Technology & Software
Media & Entertainment
Pharmaceuticals & Life Sciences
Manufacturing
Telecommunications
Retail & Consumer Goods
Financial Services
Healthcare
Education
Research & Development
Relevant Teams
Legal
Intellectual Property
Commercial
Compliance
Information Technology
Research & Development
Business Development
Risk Management
Finance
Operations
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Chief Technology Officer
Contract Manager
Business Development Manager
Chief Legal Officer
Risk Manager
Compliance Officer
General Counsel
IP Rights Administrator
Technology Transfer Officer
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