Vincent and George's Licence

Climate Solutions IPR Licence

The climate solutions intellectual property rights (IPR) licence could be adopted by organisations who wish to take a more open approach to using IPR to contribute towards the generation and deployment of climate solutions. 

Jurisdiction: Germany
Updated:

What this clause does

Licenses intellectual property rights for climate and environmental related purposes. 

Recitals

[Insert background statement on the Licensor’s commitment to make certain of its technology and information protected by intellectual property rights available on the terms of this Climate Solutions IPR Licence to allow the Licensee to use such technology and information for the sole purpose of researching and developing commercial solutions which seek to minimise the impact of climate change or otherwise achieve the goals of the Paris Agreement.]

Clauses

1. Grant

1.1 Subject to and conditioned on the Licensee's compliance with the terms and conditions of this agreement, the Licensor hereby grants to the Licensee a non-exclusive, royalty-free, non-transferable, worldwide, except as outlined in clause 1.2.1 non-sublicensable, fully paid-up licence to Use the the Licensed IPR and the Climate Technology during the Term solely for the Purpose.

1.2 The Licensee shall not, save with the prior written consent of the Licensor:

1.2.1 Grant any sub-licence under the licence granted in clause 1.1 to any third party (save where and insofar as it is necessary to enable a third party to use Licensee's products implementing Licensee Climate IPR, without infringing on Licensed IPR, restricted to the intended use of the Licensee's product, limited in time to the lifetime of the product);      

1.2.2 Transfer the Licence to any third party; or

1.2.3 Use the Climate Technology in the Restricted Fields.

1.3 No right or licence is granted to the Licensee, by implication or otherwise, except as expressly stated in clause 1.1 and clause 1.2.1.

2. IPR

2.1 Neither the Licence nor any other clause in this agreement transfers ownership of any IPR between the Parties. 

2.2 The Licensee shall re-license the Licensee Climate IPR to the Licensor. The Licensee may not licence the Licensee Climate IPR to any third party without prior approval of the Licensor. 

2.3 Where the Licensee and the Licensor, both acting reasonably, agree that the Licensor and/ or the Licensed IPR has made a substantial contribution towards the conception, creation, development, making or production of any element of the Licensee Climate IPR, which has a significant commercial application or value for the Licensee, the Licensee shall, with the prior written approval of an authorised representative of the Licensor, recognise such contribution by way of an attribution in a form approved by the Licensor in a publicly visible medium (for example, an acknowledgement on the Licensee’s website or other promotional material).

3. Warranties and Disclaimer

3.1 The Licensor warrants that it has the right to license the Licensed IPR and the Climate Technology on the terms of this Licence. The Licensor is not aware of any defects of title of the Climate Technology and Licensed IPR, in particular prior rights of use of third parties.

3.2 The Licensor shall have no liability to the Licensee in relation to the Climate Technology or the Licensed IPR, except insofar outlined below:

3.2.1 The Licensor shall not be liable for infringement of third party IPR by any products implementing the Climate Technology or the Licensed IPR, unless infringement of this third party IPR was positively known to the Licensor.

3.2.2 The limitation of liability in clause 3.2 shall not apply to the liability of the Licensor (i) in the event of injury to life, body or health caused by the negligence of Licensor, or intention or negligence by its legal representatives or assistants in performance, (ii) for any other losses caused by gross negligence of Licensor, or caused intentionally or by gross negligence by its legal representatives or assistants in performance, or (iii) to claims under the Product Liability Act, or (iv) in case of intent or fraudulent misrepresentation, or (v) to any other liability, which cannot be excluded and/ or limited by law.

3.3 The Licensee shall: 

3.3.1 Use [all] reasonable efforts to Use the Climate Technology during the Term for the Purpose;

3.3.2 Comply with all applicable laws and regulations in relation to this Licence and the use of the Climate Technology; and

3.3.3 Use the Climate Technology only for the Purpose. 

3.4 [The Licensee shall indemnify the Licensor against any loss suffered or incurred by the Licensor arising out of or in connection with its use of the Climate Technology or exercise of its rights under the Licensed IPR in breach of the terms of this Licence.]

4. Reporting

4.1 The Licensee shall update the Licensor annually (in writing) on (i) the activities it has undertaken within the preceding twelve (12) months, and (ii) those activities that are planned to be undertaken within the subsequent twelve (12) months to Use the Climate Technology [for the Purpose] during the Term (the Annual Update), including providing information reasonably specified by the Licensor that is needed for the Licensor’s ESG reporting.

4.2 The Licensor may publish extracts from the Annual Update for the purposes of its ESG reporting provided such extracts do not contain any information about the Licensee’s Use of the Climate Technology which the Licensee (acting reasonably) has designated as commercially sensitive.

5. Charitable donation

5.1 The Licensee shall donate an [€[●]/ amount equal to [●]% of its Net Profits] in each financial year during the Term to such verifiably charitable organisations, which set as [one of] their primary aim[s] (i) the reduction of the impact of Climate Change, and/or (ii) the achievement of the goals of the Paris Agreement, as may be designated by the Licensor in writing from time to time.

 

Schedule

Licensed IPR

[Insert description of Licensed IPR]

Definitions

Annual Update has the meaning set forth in clause 4.1.

Climate Change means a change in the state of the climate that can be identified [and that persists for an extended period of time/ decades] and where the change is caused directly or indirectly by [(i)] human activity that alters the composition of the global atmosphere [or (ii) natural processes, including volcanic eruptions and changes of solar cycles]. Examples of identifiable features of Climate Change include (but are not limited to) major changes in temperature, precipitation or wind patterns as well as changes in the risk of severe weather events occurring.

Climate Technology means all Know-How, technology, inventions, works, data, and technical or scientific information [and related documentation] owned by the Licensor and relating to Climate Change, including those items described or identified in the Schedule.

ESG means frameworks, objectives, policies, standards and strategies related to environmental, social and governance concerns.

Know-How means the Licensor's knowledge relating to the Climate Technology including but not limited to drawings, construction documents, specifications, documents containing data and test reports, also if stored in electronic form and irrespective of whether it is a trade secret within the meaning of the German Trade Secrets Act (Gesetz zum Schutz von Geschäftsgeheimnissen).

IPR means any intellectual property rights, including but not limited to copyrights, design rights, Know-How, rights in confidential information (including business and trade secrets), database rights, and any related application, continuation, divisional, reissue, renewal or extension thereof, patents, utility models, (employee) inventions, topographies of semiconductor products, supplementary protection certificates for medicinal products or other products for which such certificates can be obtained, plant variety rights, as well as similar statutory rights, in each case whether registered or unregistered; IPR shall not include trademarks, rights in other distinctive signs, business names and internet domain names, wherever in the world arising or existing from time to time.

Licence means the licence granted pursuant to clause 1.1 on the terms and conditions set out herein.

Licensed IPR means the IPR described or identified in the Schedule [(as updated from time to time during the Term by agreement in writing between the Licensee and the Licensor)].

Licensee means [insert designation of Licensee].

Licensee Climate IPR means any IPR conceived, created, developed, made, and/ or otherwise produced by or on behalf of the Licensee as a result of its Use of the Climate Technology [for the Purpose] in connection with this Licence, excluding the Licensed IPR. [For the avoidance of doubt, the Licensee Climate IPR shall not include any IPR owned by the Licensee which (i) came into existence prior to the commencement of the Term of this Licence, or (ii) came into existence during the Term of this Licence entirely independent of this Agreement, in particular independent of any Climate Technology or Licensed IPR.]

Licensor means [insert designation of Licensor]. 

[Net Profits means the net profits of the Licensee for the relevant financial year arising from (i) the sale by the Licensee of products or services which incorporate or embody any Licensee Climate IPR, or (ii) any other application of the Licensee Climate IPR by the Licensee for financial gain, in each case after taxation and after deducting all reasonable costs, expenses and outgoings of the Licensee incurred in connection with the sale of such products or services or other such application of the Licensee Climate IPR as certified by the Licensee’s auditor.]

Paris Agreement means the Paris Agreement within the United Nations Framework Convention on Climate Change, adopted on 12 December 2015, and entered into force on 4 November 2016.

Parties means Licensor and Licensee.

Purpose means the sole purpose of researching and developing solutions which seek to minimise the impact of Climate Change or otherwise achieve the goals of the Paris Agreement. 

Restricted Fields means [insert description of core business(es) operated by the Licensor using the Climate Technology].

Term means the period commencing on [●] and ending on [31 December 2050] unless otherwise extended by the Licensor in writing or terminated, pursuant to applicable statutory law.

Use means produce, make, use, sell, offer, put on the market, import or possess for the purposes mentioned before; reproduce, adapt, translate, distribute, recite, perform, present, display, modify, make available to the public, broadcast, communicate by video or audio recordings, communicate broadcasts and works made available to the public, create derivative works of, or otherwise exploit any copyrights; and exercise all corresponding or additional rights as may be available in any jurisdiction anywhere in the world. The terms Used and Using shall be construed accordingly.

 

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