The Trade Secret License Agreement is essential when a business wants to monetize its confidential information by allowing another party to use it under controlled conditions. This document is particularly crucial in Switzerland, where trade secrets are primarily protected under the Federal Act against Unfair Competition (UWG) rather than through specific trade secret legislation. The agreement needs to carefully balance the commercial exploitation of the trade secrets with maintaining their confidential nature, as loss of confidentiality could result in permanent loss of protection. It typically includes detailed provisions on security measures, authorized uses, confidentiality obligations, and compensation structures, all while ensuring compliance with Swiss law requirements for both contract formation and trade secret protection.
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1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement, relationship between parties, and general purpose of the license
3. Definitions: Detailed definitions of Trade Secrets, Confidential Information, Licensed Rights, and other key terms
4. Grant of License: Scope of the license, permitted uses, and any territorial restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements
6. Protection of Trade Secrets: Security measures, access restrictions, and handling requirements for the trade secrets
7. Confidentiality Obligations: Specific obligations regarding confidentiality, including duration and scope
8. Term and Termination: Duration of the agreement, renewal terms, and termination rights
9. Post-Termination Obligations: Obligations that survive termination, including ongoing confidentiality duties
10. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Sublicensing Rights: Include when licensee is permitted to sublicense the trade secrets to third parties
2. Improvements: Include when parties want to address ownership and usage rights of improvements to the trade secrets
3. Quality Control: Include when implementation of trade secrets requires specific quality standards
4. Audit Rights: Include when licensor requires right to audit licensee's use and protection of trade secrets
5. Insurance: Include when specific insurance coverage is required for the licensed activities
6. Export Control: Include when trade secrets are subject to export control regulations
7. Data Protection: Include when trade secrets involve personal data processing
1. Schedule A - Licensed Trade Secrets: Detailed description of the trade secrets being licensed
2. Schedule B - Security Requirements: Specific technical and organizational measures required for protecting the trade secrets
3. Schedule C - Authorized Personnel: List of personnel authorized to access the trade secrets and their access levels
4. Schedule D - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
5. Schedule E - Implementation Plan: Timeline and procedures for implementing the licensed trade secrets
6. Appendix 1 - Security Incident Response Plan: Procedures for handling and reporting security breaches
7. Appendix 2 - Audit Procedures: Detailed procedures for conducting compliance audits
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Chemical
Pharmaceutical
Food & Beverage
Software Development
Industrial Processing
Professional Services
Research & Development
Biotechnology
Relevant Teams
Legal
Intellectual Property
Research and Development
Commercial
Information Security
Business Development
Compliance
Technical Operations
Executive Leadership
Innovation
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Commercial Director
Chief Technology Officer
Research Director
Business Development Manager
Compliance Officer
Innovation Manager
Technical Director
Licensing Manager
Chief Executive Officer
Contract Manager
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