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Source Code License Agreement for Switzerland

Source Code License Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions under which source code is licensed from one party (licensor) to another (licensee). The agreement details the scope of permitted use, modification rights, intellectual property protections, and commercial terms while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations and Copyright Act. It includes specific provisions for source code protection, technical specifications, maintenance obligations, and confidentiality requirements, making it suitable for both domestic and international software licensing transactions.

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What is a Source Code License Agreement?

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.

What sections should be included in a Source Code License Agreement?

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

What sections are optional to include in a Source Code License Agreement?

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

What schedules should be included in a Source Code License Agreement?

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

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
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

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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