Licence agreement

LICENCE AGREEMENT

This licence agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Licensor:
[Licensor's name/company]
Registry code / personal identification code: [Licensor's registry code / personal ID code]
Address: [Licensor's address]
Contact: [Licensor's contact]
Representative: [Licensor's representative]
(hereinafter the "Licensor")

1.2 Licensee:
[Licensee's name/company]
Registry code / personal identification code: [Licensee's registry code / personal ID code]
Address: [Licensee's address]
Contact: [Licensee's contact]
Representative: [Licensee's representative]
(hereinafter the "Licensee")

2. LICENSED INTELLECTUAL PROPERTY

2.1 The Licensor grants the Licensee a right of use in respect of the following intellectual property ([Type of intellectual property]): [Description of the licensed IP].

2.2 The Licensor grants the Licensee the right to exercise the rights arising from the intellectual property to the extent and in the territory agreed in the Agreement, and the Licensee shall pay the licence fee provided for in clause 6 therefor, unless clause 6 provides that the licence is granted free of charge (Law of Obligations Act (VÕS) § 368). The intellectual property itself remains with the Licensor.

2.3 Registration number of the intellectual property: [Registration number (if registered IP)].

3. TYPE OF LICENCE

3.1 The licence is exclusive — only the Licensee may use the intellectual property to the extent and in the territory specified in this Agreement; the Licensor shall not grant the same right to other persons or use it itself, unless the parties have agreed otherwise in writing (VÕS § 370 lg 2).

3.2 Any extent of the right of use which is not precisely defined in the Agreement shall be determined in accordance with the purpose of the Agreement (VÕS § 370 lg 3).

4. SCOPE OF THE RIGHT OF USE

4.1 The Licensee has the right to use the intellectual property as follows:
[Scope of the right of use]
Any other use is prohibited.

4.2 Territory: [Territory].

4.3 The Licensee has the right to commence the use of the intellectual property upon the entry into force of the Agreement.

4.4 The intellectual property may not be modified or adapted, and designations associated with it may not be removed from the product, unless modification is permitted under clause 4.1. Affiliated undertakings of the Licensee have a right of use only if this is expressly provided for in the Agreement.

4.5 The field of use is limited as follows: [Field-of-use limitation (if any)].

5. TERM

5.1 Term of the Agreement: [Term] ([Term in years] years). Automatic renewal: [Automatic renewal].

5.2 If automatic renewal is provided for in clause 5.1, the fixed-term Agreement shall be renewed each time for a period of the same length, unless a Party notifies the other Party, no later than within the notice period specified in clause 13.1 before the end of the period, that it will not renew the Agreement. Otherwise, the fixed-term Agreement expires upon the expiry of the agreed term.

6. LICENCE FEE

6.1 Type of fee: [Type of fee]. Amount of the fee: [Amount of the fee (€ or %)]. Payment schedule: [Payment schedule].

6.2 The Licensor has the right to audit the Licensee's sales/usage data in order to verify the calculation of the licence fee, giving reasonable advance notice thereof.

6.3 If the fee depends on the volume of use or on turnover, the Licensee shall submit with each payment, in a form which can be reproduced in writing, a report on the data on which the calculation of the fee is based, and shall retain the supporting documents during the term of the Agreement and for a reasonable time after its termination.

6.4 Where a fee is payable, value added tax shall be added to it if applicable under the law, and in the event of delay in payment of the fee the Licensor has the right to claim late payment interest (VÕS § 113).

7. SOFTWARE-SPECIFIC TERMS

7.1 Number of users/licences: [Number of users/licences]. Deployment method: [Deployment method]. Access to source code: [Access to source code]. Updates included: [Updates included].

7.2 The Licensee's own data shall at all times remain the property of the Licensee in the course of use.

7.3 The Licensee shall not decompile or reverse engineer the software, except to the extent permitted by law (Copyright Act (AutÕS) § 25).

8. SUB-LICENSING AND TRANSFER

8.1 Sub-licensing: [Sub-licensing].

8.2 The Licensee is liable for the acts of sub-licensees as for its own acts. A sub-licence terminates no later than upon the termination of this Agreement.

8.3 The right of use arising from the Agreement may be transferred to a third party only with the prior written consent of the Licensor, except in the case of a transfer of an enterprise where the right of use belongs to the enterprise (VÕS § 371).

9. IP PROTECTION AND INFRINGEMENTS

9.1 Each Party shall notify the other without delay of any infringement by third parties of rights in the licensed intellectual property that comes to its knowledge; the allocation of costs related to the infringement shall be agreed separately.

9.2 If a third party prevents the Licensee from exercising the rights arising from the Agreement or infringes them, the Licensor shall without delay take the measures necessary to end the infringement, and the Licensee shall cooperate with the Licensor to the extent necessary (VÕS § 373).

9.3 If the Licensee exceeds the scope of the right of use or otherwise breaches the Agreement, the Licensor has the right to demand cessation of the infringement, compensation for damage, including compensation for licence fees not received, and the removal from the distribution network of goods manufactured through the infringement.

10. REPRESENTATIONS AND WARRANTIES

10.1 The Licensor confirms that it owns the licensed intellectual property or has the right to license it, that it does not infringe the rights of third parties and that there are no pending disputes concerning it. The Licensor does not guarantee any commercial success resulting from the use of the intellectual property.

10.2 Within a reasonable time after entering into the Agreement, the Licensor shall deliver to the Licensee the documents and information necessary for exercising the right (VÕS § 372 lg 1).

11. LIABILITY

11.1 The Licensor is liable for claims arising from the inaccuracy of the representations specified in clause 10.1; the parties may limit the extent of liability in this Agreement, except in the case of intent or gross negligence.

11.2 A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128).

12. CONFIDENTIALITY

12.1 The terms of the Agreement, the licensed know-how and technical and business information exchanged between the parties are confidential. This obligation continues to apply after the termination of the Agreement, and derogation is permitted only in the cases provided by legislation.

13. TERMINATION OF THE AGREEMENT

13.1 Notice period for ordinary cancellation: [Notice period for cancellation]. Extraordinary cancellation is possible in the event of a material breach, insolvency, a declaration of invalidity of the licensed right or delay in payment of the fee.

13.2 Upon termination of the Agreement, all use of the intellectual property must cease and materials must be returned or destroyed. The Licensee shall be granted a transition period of [Transition period after termination (days)] days.

13.3 If the reason for extraordinary cancellation is a breach of an obligation, the Agreement may be cancelled after the expiry, without result, of a reasonable time limit granted for ending the breach, except in the cases provided by law (VÕS § 196). The sale of existing stock after the termination of the Agreement is permitted only by written agreement of the Parties.

14. FORCE MAJEURE

14.1 A Party shall not be liable for a breach of obligations arising from the Agreement if the breach is excusable due to force majeure, i.e. a circumstance which the Party could not influence and, based on the principle of reasonableness, the Party could not be expected to take into account at the time of entering into the Agreement, or to avoid or overcome the circumstance or its consequences (VÕS § 103).

14.2 A Party whose performance of an obligation is prevented by force majeure shall notify the other Party thereof immediately. The time limits arising from the Agreement shall be extended by the duration of the effect of force majeure.

15. NOTICES

15.1 Notices related to the Agreement which have legal consequences shall be given to the other Party in writing or in a form which can be reproduced in writing (including by e-mail) at the contact details specified in clause 1 or at other details which the Party has notified to the other Party in writing.

15.2 Notices of a purely informative nature may also be communicated by telephone. A Party shall notify the other Party of any change in its contact details without delay.

16. DISPUTE RESOLUTION

16.1 Disputes arising from this Agreement shall be resolved primarily through negotiations and, failing agreement, as follows: [Dispute resolution].

16.2 The Agreement is governed by the law of [Governing law].

17. FINAL PROVISIONS

17.1 Amendments and supplements to the Agreement shall be made in the same form in which the Agreement was entered into and shall enter into force once both Parties have signed them.

17.2 A Party may not transfer the rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party, subject to the provisions of clause 8.3.

17.3 If any provision of the Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. The Parties shall replace the invalid provision with a valid one which is as close as possible to it in its economic substance.

17.4 The Agreement (together with its annexes) constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements relating to the subject matter of the Agreement. The Agreement enters into force once both Parties have signed it.

18. LEGAL BASIS

18.1 This licence agreement is governed, depending on the type of intellectual property, by the Copyright Act, the Trademark Act and/or the Patents Act, as well as by §§ 368–374 of the Law of Obligations Act (licence agreement) and the general principles of the Law of Obligations Act.