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Royalty Bearing License for the Netherlands

Royalty Bearing License Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes the terms and conditions under which intellectual property rights are licensed in exchange for royalty payments. The agreement details the scope of the license, calculation and payment of royalties, reporting requirements, audit rights, and various obligations of both parties. It incorporates specific provisions required under Dutch civil law and EU regulations, particularly regarding competition law compliance and intellectual property protection. The document includes robust financial terms, quality control measures, and compliance requirements while ensuring alignment with Dutch legal frameworks for technology transfer and licensing.

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Royalty Bearing License

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What is a Royalty Bearing License?

This Royalty Bearing License agreement template is designed for use under Dutch law when one party (licensor) wishes to grant another party (licensee) rights to use specific intellectual property in exchange for ongoing royalty payments. It is particularly suitable for commercial arrangements involving patents, copyrights, trademarks, or trade secrets where the compensation is tied to the licensee's usage or revenue generation. The document incorporates essential elements required under Dutch civil law and EU regulations, including specific provisions for royalty calculations, payment terms, audit rights, and compliance requirements. It addresses key areas such as IP protection, quality control, reporting obligations, and termination rights, while ensuring compliance with Dutch and EU competition laws. This template is typically used in cross-border licensing transactions, technology transfer agreements, and commercial IP monetization strategies where Dutch law is the chosen governing law.

What sections should be included in a Royalty Bearing License?

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, description of the intellectual property being licensed, and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Rights, Territory, Field of Use, Net Sales, etc.

4. Grant of License: Scope of the license, including territory, field of use, exclusivity/non-exclusivity, and any restrictions

5. Royalties and Payment Terms: Detailed structure of royalty calculations, payment schedules, currency, payment methods, and late payment consequences

6. Reporting and Audit Rights: Requirements for sales reporting, record-keeping, and licensor's audit rights

7. IP Protection and Maintenance: Obligations regarding IP protection, prosecution, and maintenance of the licensed rights

8. Representations and Warranties: Standard and specific warranties regarding ownership, right to license, and non-infringement

9. Confidentiality: Obligations regarding protection of confidential information exchanged under the agreement

10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

11. Post-Termination Obligations: Obligations that survive termination and wind-down provisions

12. General Provisions: Standard clauses including governing law, dispute resolution, assignment, and notices

What sections are optional to include in a Royalty Bearing License?

1. Minimum Royalty Guarantees: Used when the licensor wants to ensure minimum revenue streams, specifying minimum payment obligations

2. Development Obligations: Included when the license involves technology that requires further development or commercialization efforts

3. Quality Control: Required when the license involves trademarks or when product quality standards need to be maintained

4. Sublicensing Rights: Included when the licensee is permitted to sublicense the rights to third parties

5. Improvements: Used when parties want to address ownership and licensing of improvements to the licensed technology

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

7. Source Code Escrow: Included in software licenses where source code access might be needed under certain conditions

8. Performance Metrics: Used when the continuation of license rights is tied to achieving specific performance targets

What schedules should be included in a Royalty Bearing License?

1. Schedule A - Licensed IP: Detailed list of all intellectual property covered by the license, including registration numbers

2. Schedule B - Royalty Rates: Detailed breakdown of royalty rates, including any variations by territory or product type

3. Schedule C - Reporting Template: Standard format for regular sales and royalty reports

4. Schedule D - Technical Specifications: Technical details of licensed technology or quality standards to be maintained

5. Schedule E - Territory Definition: Detailed description of geographic territories where license rights are granted

6. Schedule F - Approved Sublicensees: List of pre-approved sublicensees, if applicable

7. Appendix 1 - Calculation Examples: Examples of royalty calculations for different scenarios

8. Appendix 2 - Compliance Requirements: Specific regulatory or quality control requirements that must be followed

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

Netherlands

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions








































Clauses




































Relevant Industries

Technology

Software

Pharmaceuticals

Biotechnology

Manufacturing

Entertainment

Media

Telecommunications

Consumer Goods

Industrial Products

Life Sciences

Research & Development

Electronics

Automotive

Energy

Relevant Teams

Legal

Intellectual Property

Finance

Business Development

Research & Development

Commercial

Compliance

Technology Transfer

Innovation

Corporate Development

Licensing

Patents

Operations

Relevant Roles

Chief Legal Officer

IP Counsel

Licensing Manager

Business Development Director

Chief Financial Officer

Commercial Director

Patent Attorney

General Counsel

Contract Manager

Technology Transfer Officer

IP Portfolio Manager

Finance Director

Compliance Officer

Research Director

Innovation 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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