This document is essential when parties wish to establish a licensing relationship while securing future licensing opportunities through a right of first refusal mechanism. A Right of First Refusal License Agreement is particularly valuable in situations where the licensor may want to grant additional rights or licenses in the future, but wants to maintain a controlled relationship with the current licensee. Under Swiss law, this agreement provides a structured framework for both the initial license and the process for exercising pre-emptive rights. It typically includes detailed provisions about the licensed intellectual property, scope of use, territorial restrictions, quality control measures, and the specific mechanism for exercising the right of first refusal. The agreement is commonly used in technology transfers, software licensing, patent licensing, and other intellectual property transactions where maintaining control over future licensing opportunities is crucial.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the intellectual property and business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted
5. Right of First Refusal: Detailed mechanism of the right of first refusal, including notification process, exercise period, and terms
6. License Fees: Payment terms, royalties, and other financial considerations
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Intellectual Property Rights: Ownership and protection of IP rights
9. Confidentiality: Obligations regarding confidential information
10. Representations and Warranties: Standard warranties about ownership, authority to contract, and IP rights
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments
1. Quality Control: Required when the license involves trademarks or branding requirements
2. Territory Restrictions: Include when the license is limited to specific geographic areas
3. Sublicensing Rights: Include when sublicensing is permitted or specifically prohibited
4. Insurance: Include when specific insurance coverage is required
5. Export Control: Required when the licensed technology may be subject to export restrictions
6. Source Code Escrow: Include for software licenses where source code protection is needed
7. Competition Law Compliance: Include when the agreement might raise competition law concerns
8. Data Protection: Required when personal data processing is involved
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees and Payment Terms: Detailed breakdown of all financial terms and payment schedules
3. Schedule 3 - Technical Specifications: Technical details of the licensed technology or products
4. Schedule 4 - Quality Standards: Specific quality requirements and standards to be maintained
5. Schedule 5 - Notification Process: Detailed procedures for exercising the right of first refusal
6. Appendix A - Form of Notice: Template for right of first refusal notices
7. Appendix B - Approved Uses: Specific approved uses of the licensed IP
8. Appendix C - Territory Map: If territorial restrictions apply, detailed map or description of territories
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