CERN EASY ACCESS IP
NON-EXCLUSIVE LICENCE AGREEMENT
This licence (the “Agreement”) is between the European Organization for Nuclear Research, an Intergovernmental
Organization having its seat at Geneva, Switzerland (“CERN”) and the party set out in the Schedule (the
"Licensee").
WHEREAS: CERN has agreed to grant to the Licensee a licence to use, manufacture, develop, make available and
exploit, including through sub-licensing, (collectively “Use”) the Technology (as described in the Schedule) subject
to the terms and conditions hereunder;
IT IS HEREBY AGREED as follows:
1.
CERN grants to the Licensee, and the Licensee accepts, a non-exclusive royalty-free non-transferable
worldwide licence to Use the Technology for the purpose described in the Schedule.
2.
The Licensee shall acknowledge CERN’s contribution through the provision of this license at no cost, in the
manner agreed in the Schedule, or as may be agreed between CERN and the Licensee from time to time.
3.
The Licensee shall make all reasonable efforts to Use the Technology in accordance with the Exploitation
Plan described in the Schedule.
4.
The Licensee shall Use the Technology in accordance with best practice and professional standards, for nonmilitary purposes only.
5.
The Licensee shall submit to CERN annual written reports at the end of the first, second and third years
following the date of this Agreement describing its Use of the Technology and any resulting economic
benefit. Thereafter, upon CERN’s reasonable request, the Licensee shall provide further reports on its Use,
and the economic benefit of the Technology.
6.
CERN may terminate this Agreement with three (3) months prior notice in writing if, within three (3) years
from the date of this Agreement, the Licensee has not materially Used the Technology or if the Use of the
Licensee is not in accordance with its Exploitation Plan. CERN may terminate this Agreement with
immediate effect in case of breach of this Agreement by the Licensee which has not been remedied within
the period stipulated in writing by CERN.
7.
CERN is under no obligation to prosecute or maintain any patents or patent applications for the Technology.
CERN may consider continuing the prosecution or maintenance of patents or patent applications upon
request by the Licensee, provided that the Licensee agrees to pay the associated costs. If any other
licensee(s) of the Technology also wish to maintain such patents or patent applications, the costs will be
shared equally with such licensee(s). CERN shall keep the Licensee reasonably informed on the progress of
prosecution of any such patents or patent applications and consult with the Licensee on all material
decisions relating thereto.
8.
CERN provides no warranties, express or implied, whatsoever, including in relation to:
a.
the Technology, including in respect of third party rights, the scope of any patents relating to the
Technology, the validity or subsistence of any such patents, or of the granting of any patents, or
b.
the uses to which the Technology may be put by the Licensee, or
c.
the fitness or suitability of the Technology for any particular purpose or under any special
conditions, notwithstanding that any such purpose or special conditions may be known to CERN.
The Licensee acknowledges that it has satisfied itself on the foregoing matters and agrees that the Use of
the Technology is entirely at its own risk.
9.
CERN accepts no liability and the Licensee shall hold CERN free and harmless from any liability, including
product liability, related to the use of the Technology. Without prejudice to the foregoing, CERN shall in no
event be liable to the Licensee for any indirect, consequential or special losses or damage or any loss of
profits (direct or indirect) arising directly or indirectly out of the subject matter of this Agreement even if
the Licensee has advised CERN of the possibility of those losses or damage arising, or if such losses or
damage were within the contemplation of the Parties.
10.
The provisions of this Agreement shall be interpreted in accordance with their true meaning and effect.
Without prejudice to CERN’s status as an Intergovernmental Organization, reference shall be made to Swiss
substantive law where a matter is not specifically covered by this Agreement, or a provision of this
Agreement is ambiguous or unclear. Such reference shall be made exclusively for the matter or provision(s)
concerned, and shall in no event apply to the other provisions of this Agreement. If any dispute under this
Agreement fails to be settled amicably, the Parties shall resort to the arbitration procedure drawn up by
CERN in accordance with its status as an Intergovernmental Organization. Notwithstanding reference of any
dispute to arbitration, the Parties shall continue to perform their obligations under this Agreement.
Signed by the Parties’ authorized signatories on _____________________.
For the European Organization for Nuclear
Research:
Signed:
For the Licensee:
Signed:
Name:
Name:
Title:
Title: