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Out Licensing Agreement Template for Germany

An Out Licensing Agreement governed by German law is a comprehensive legal document that enables intellectual property owners to grant rights to third parties to use their IP assets while retaining ownership. This agreement type is specifically structured to comply with German civil law requirements, including specific provisions under the German Civil Code (BGB) and various IP-specific legislation. It addresses key aspects such as license scope, territory, royalty structures, quality control, and compliance with German and EU competition laws. The agreement provides a framework for commercializing intellectual property while ensuring appropriate protections under German jurisdiction.

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What is a Out Licensing Agreement?

An Out Licensing Agreement is essential when a company or individual wishes to monetize their intellectual property by granting usage rights while retaining ownership. This document type is specifically tailored for the German legal system, incorporating requirements from the German Civil Code (BGB), German IP laws, and EU regulations. It's commonly used in scenarios ranging from technology transfer to brand licensing, providing a structured framework for revenue generation through IP exploitation. The agreement covers crucial elements including license scope, territorial restrictions, quality control measures, and compliance with German competition laws. This Out Licensing Agreement is particularly relevant for international businesses operating in Germany, as it ensures compliance with local legal requirements while facilitating commercial exploitation of IP assets.

What sections should be included in a Out Licensing Agreement?

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

2. Background: Context of the agreement, including ownership of the intellectual property rights being licensed

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

4. Grant of License: Scope, nature, and territory of the license (exclusive/non-exclusive, field of use, geographical limitations)

5. License Fees and Payment Terms: Financial terms including royalties, minimum payments, and payment mechanisms

6. Intellectual Property Rights: Confirmation of IP ownership, protection measures, and handling of improvements

7. Quality Control: Standards, inspection rights, and quality assurance requirements

8. Confidentiality: Protection of confidential information and trade secrets

9. Warranties and Representations: Guarantees regarding IP ownership, right to license, and non-infringement

10. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances

11. Post-Termination Obligations: Obligations surviving termination and wind-down procedures

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

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

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

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

2. Technology Transfer: Include when technical knowledge or know-how transfer is required

3. Training and Support: Include when ongoing technical support or training is part of the agreement

4. Marketing and Promotion: Include for agreements requiring specific marketing commitments

5. Export Control: Include when licensed technology is subject to export control regulations

6. Regulatory Compliance: Include when licensed technology requires specific regulatory approvals

7. Source Code Escrow: Include for software licensing agreements requiring code protection

8. Performance Targets: Include when license is conditional on achieving specific performance metrics

What schedules should be included in a Out Licensing Agreement?

1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed including registration numbers

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

3. Schedule 3 - Quality Standards: Detailed quality control requirements and specifications

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and examples

5. Schedule 5 - Approved Territory: Detailed description of geographical territories covered by the license

6. Schedule 6 - Support Services: Description of any technical support or maintenance services

7. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks

8. Appendix B - Reporting Ƶ: Standard forms for required periodic reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use

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