The Source Code License Agreement is a critical legal instrument used when a software owner wishes to grant another party access to and rights to use their software's source code while maintaining intellectual property rights. This agreement is particularly important in Switzerland, a country known for its strong intellectual property protections and sophisticated technology sector. The document addresses key aspects such as license scope, modification rights, confidentiality obligations, and commercial terms, while ensuring compliance with Swiss legal requirements including the Swiss Code of Obligations (OR) and Copyright Act (URG). It's commonly used in scenarios involving software development, system integration, or technology transfer, where access to source code is necessary for business operations, development, or maintenance purposes. The agreement provides comprehensive protection for both licensor and licensee while facilitating legitimate commercial use of the software.
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1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. License Grant: Scope of the license, including permitted uses, territories, and whether exclusive or non-exclusive
5. License Restrictions: Specific limitations on use, modification, and distribution of the source code
6. Intellectual Property Rights: Assertion of ownership and protection of IP rights in the source code
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Delivery and Implementation: Terms for source code delivery, format, and any implementation requirements
9. Maintenance and Support: Terms regarding ongoing maintenance, updates, and technical support
10. Confidentiality: Protection of confidential information, including the source code itself
11. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
12. Limitation of Liability: Limitations on liability and disclaimers consistent with Swiss law
13. Term and Termination: Duration of the license and conditions for termination
14. Effects of Termination: Obligations and rights of parties post-termination
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Escrow Arrangements: Terms for source code escrow if required for security or business continuity
2. Sublicensing Rights: Terms governing the licensee's right to sublicense the source code to third parties
3. Performance Requirements: Specific performance standards or metrics the software must meet
4. Export Controls: Compliance with international export control regulations
5. Data Protection: Specific provisions for handling personal data if relevant to the software
6. Training and Documentation: Terms regarding provision of training and documentation
7. Audit Rights: Rights to audit licensee's use and compliance
8. Patent Rights: Additional patent licensing provisions if applicable
9. Change Control: Procedures for managing changes to the source code
1. Schedule 1 - Source Code Description: Detailed technical description of the licensed source code
2. Schedule 2 - Technical Specifications: Technical requirements and specifications of the software
3. Schedule 3 - License Fees: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Maintenance and Support Services: Detailed description of maintenance and support services
5. Schedule 5 - Acceptance Testing: Acceptance testing procedures and criteria
6. Appendix A - Permitted Users: List of authorized users or user categories
7. Appendix B - Third-Party Components: List of third-party components and their respective licenses
8. Appendix C - Security Requirements: Security standards and requirements for source code handling
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare Technology
Educational Technology
Manufacturing
Telecommunications
Research and Development
E-commerce
Automotive
Aerospace
Defense
Biotechnology
Industrial Automation
Professional Services
Relevant Teams
Legal
Information Technology
Software Development
Engineering
Procurement
Compliance
Research and Development
Product Development
Commercial Operations
Intellectual Property
Technical Operations
Enterprise Architecture
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Development Manager
Intellectual Property Attorney
Contract Manager
Software Engineer
Technical Director
Chief Information Officer
Head of Engineering
Procurement Manager
IT Director
Software Architect
Legal Operations Manager
Technology Licensing Manager
Chief Legal Officer
Head of Software Development
Commercial Director
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