The Irrevocable License agreement is a critical legal instrument used when a permanent, non-withdrawable right to use intellectual property or other protected assets needs to be established under Belgian law. This document is particularly relevant in scenarios involving long-term strategic partnerships, technology transfers, or permanent rights acquisitions. It provides comprehensive coverage of license terms, usage rights, and obligations while ensuring compliance with Belgian legal requirements, including the Civil Code and Code of Economic Law. The agreement is structured to protect both parties' interests while maintaining the irrevocable nature of the license grant. It includes specific provisions required by Belgian law regarding intellectual property rights, contract formation, and commercial relationships, making it suitable for both domestic and international transactions where Belgian law governs.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including ownership of intellectual property and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Clear statement of the irrevocable license grant, its scope, and permitted uses
5. License Fees and Payment Terms: Financial terms, payment schedule, and any ongoing royalties
6. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
7. Warranties and Representations: Warranties regarding ownership, right to grant license, and quality of licensed material
8. Licensee Obligations: Responsibilities and restrictions on the licensee's use of licensed material
9. Infringement: Procedures for dealing with third-party infringement and protection of IP rights
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Quality Control: Required when licensed material must meet specific quality standards or technical requirements
2. Technical Support and Maintenance: Needed for software or technical licenses requiring ongoing support
3. Data Protection: Required when license involves processing of personal data under GDPR
4. Export Control: Necessary when licensed material is subject to export regulations
5. Source Code Escrow: For software licenses where source code access might be required
6. Training and Documentation: When implementation requires specific training or documentation
7. Sub-licensing Rights: When licensee needs right to grant sub-licenses
8. Territory Restrictions: When license is limited to specific geographic areas
9. Competition Law Compliance: Required when license terms could have competition law implications
1. Schedule 1 - Licensed Material: Detailed description of intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements of licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and metrics if applicable
5. Schedule 5 - Implementation Plan: Timeline and milestones for implementing the license
6. Appendix A - Approved Uses: Specific approved uses and applications of the licensed material
7. Appendix B - Quality Standards: Required quality standards and testing procedures
8. Appendix C - Contact Details: Key contacts and notice details for both parties
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Research & Development
Consumer Goods
Industrial Products
Media & Entertainment
Telecommunications
Healthcare
Automotive
Chemical Industry
Education
Relevant Teams
Legal
Intellectual Property
Research and Development
Business Development
Commercial
Compliance
Technology Transfer
Innovation
Contracts Administration
Corporate Affairs
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Chief Technology Officer
Research Director
Business Development Manager
Contract Manager
Chief Legal Officer
IP Rights Specialist
Technology Transfer Officer
Commercial Director
Innovation Manager
Patent Attorney
General Counsel
Compliance Officer
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