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Intercompany License Agreement Template for Netherlands

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Key Requirements PROMPT example:

Intercompany License Agreement

"Need to draft an Intercompany License Agreement under Dutch law for licensing our proprietary software from our Netherlands parent company to our German subsidiary, with implementation planned for March 2025 and including provisions for technical support and source code access."

What is a Intercompany License Agreement?

The Intercompany License Agreement is essential for multinational corporate groups operating in or through the Netherlands who need to formalize intellectual property licensing arrangements between their affiliated entities. This document is particularly relevant when group companies need to share intellectual property rights, technology, or know-how while ensuring compliance with Dutch corporate law, tax regulations, and transfer pricing requirements. It is commonly used in situations involving technology transfers, brand licensing, or software licensing within a corporate group, and must comply with both Dutch national laws and EU regulations. The agreement typically includes detailed provisions for license scope, financial terms, maintenance obligations, and group-wide IP management strategies, while addressing specific Dutch legal requirements regarding intercompany transactions and corporate governance.

What sections should be included in a Intercompany License Agreement?

1. Parties: Identification of the group companies entering into the agreement, including registration details and addresses

2. Background: Context of the agreement, relationship between the parties, and purpose of the license arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed IP, Territory, and Group Companies

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

5. License Fees and Payment Terms: Financial terms, payment schedule, currency, and payment methods

6. Tax and Transfer Pricing: Tax-related provisions and transfer pricing compliance requirements

7. Maintenance and Support: Obligations regarding maintenance, updates, and technical support of licensed assets

8. Protection and Prosecution: Rights and obligations regarding IP protection, prosecution, and enforcement

9. Confidentiality: Protection of confidential information exchanged under the agreement

10. Term and Termination: Duration of the agreement and termination provisions

11. Post-Termination: Obligations and rights that survive termination

12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Intercompany License Agreement?

1. Quality Control: Required when licensing trademarks or when quality standards need to be maintained

2. Sublicensing Rights: Include when sublicensing to other group companies may be necessary

3. Data Protection: Required when personal data processing is involved in the license arrangement

4. Source Code Escrow: Include for software licenses where source code access may be needed

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

6. Competition Law Compliance: Specific provisions needed when license restrictions could impact competition

7. Change of Control: Include when group restructuring or ownership changes need special handling

What schedules should be included in a Intercompany License Agreement?

1. Schedule 1 - Licensed IP: Detailed description of all intellectual property covered by the license

2. Schedule 2 - License Fee Calculation: Detailed methodology for calculating license fees and royalties

3. Schedule 3 - Technical Specifications: Technical details and specifications of licensed technology or software

4. Schedule 4 - Service Levels: Service level agreements for maintenance and support obligations

5. Schedule 5 - Approved Sublicensees: List of group companies authorized as sublicensees if applicable

6. Schedule 6 - Transfer Pricing Study: Reference to or summary of transfer pricing analysis supporting the fee structure

7. Appendix A - Form of Reports: Ƶ for usage reports, royalty calculations, and other required reporting

Authors

Alex Denne

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

Relevant legal definitions
























































Clauses









































Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Software Development

Biotechnology

Consumer Goods

Industrial Products

Financial Services

Telecommunications

Energy

Healthcare

Media and Entertainment

Automotive

Relevant Teams

Legal

Intellectual Property

Tax

Finance

Compliance

Technology Transfer

Research and Development

Corporate Development

Commercial

Information Technology

Strategy

Operations

Relevant Roles

Legal Counsel

IP Manager

Chief Legal Officer

Tax Director

Licensing Manager

Corporate Counsel

Technology Transfer Manager

Chief Financial Officer

Head of IP

Transfer Pricing Specialist

Commercial Director

Chief Technology Officer

Compliance Officer

General Counsel

Contract Manager

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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