{"reference":"LIC-ACME-HEIN-2026","effective_date":"2026-05-15","licensor":{"legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","vat_id":"BE0123456789","representative_name":"Isabelle Durand","representative_role":"Managing Director","contact_email":"ip@acme-supplies.be"},"licensee":{"legal_name":"Heinrich Fasteners GmbH","address":"Industriestraße 42, 70174 Stuttgart, Germany","registration_number":"HRB 123456","vat_id":"DE234567890","representative_name":"Wolfgang Heinrich","representative_role":"Geschäftsführer","contact_email":"w.heinrich@heinrich-fasteners.de"},"licensed_ip":{"type":"software","description":"The Acme WarehouseRoute software suite: a proprietary warehouse-routing, slotting and put-away optimisation application for SME fulfilment operations, including its source code, object code, APIs, algorithms, data models, and associated technical documentation, together with any updates and enhancements provided during the term.","registrations":[{"jurisdiction":"BE (BOIP)","number":"1456789","description":"Trademark 'WAREHOUSE ROUTE' for software products in class 9","filing_date":"2024-03-12"},{"jurisdiction":"EU (EUIPO)","number":"018712345","description":"EU trademark 'WAREHOUSE ROUTE' (word mark), classes 9 and 42","filing_date":"2024-06-01"}]},"scope":{"exclusivity":"non_exclusive","territory":"Germany, Austria and Switzerland","field_of_use":"Use within the Licensee's own warehousing operations and on behalf of the Licensee's direct customers in the industrial-fastener distribution vertical. Excludes re-distribution, SaaS hosting for third parties, and any integration into a product offered for resale under the Licensee's brand.","sublicense_rights_boolean":false,"sublicense_conditions":"Sublicensing is not permitted; any change to this restriction requires a written amendment executed by both parties."},"term":{"type":"fixed_years","fixed_years":5},"royalties":{"model":"combined","amount_or_rate":"(i) Lump-sum up-front fee of EUR 45,000 payable within 30 days of the Effective Date; (ii) running royalty of 6% of the Licensee's net revenue attributable to services delivered using the Licensed IP, calculated quarterly; and (iii) an annual minimum royalty of EUR 18,000 (credited against running royalties paid in the same contract year).","currency":"EUR","minimum_annual_royalty":18000.0},"reporting_and_audit_rights":"The Licensee shall deliver to the Licensor, within 30 days of the end of each calendar quarter, a royalty report identifying net revenue attributable to the Licensed IP, royalties due and payable, and any material operational metrics reasonably requested. The Licensor may, on 15 business days' notice and at its cost, appoint an independent auditor bound by confidentiality to audit the Licensee's relevant records once per calendar year. If an audit reveals an under-reporting of more than 5% in any period, the Licensee shall bear the audit's reasonable costs and pay the shortfall with interest at the statutory rate under Dir. 2011/7/EU as transposed in the Licensor's jurisdiction.","infringement_handling":"Each party shall promptly notify the other of any actual or suspected infringement of the Licensed IP by a third party in the Territory. The Licensor has the primary right but not the obligation to take action against such infringement at its own cost, with recoveries to the Licensor. If the Licensor elects not to act within 60 days of notice, the Licensee may take action on behalf of the Licensor, at the Licensee's cost, with net recoveries split 60% Licensee / 40% Licensor. Each party shall cooperate reasonably in any action (including joining as a party where necessary), and neither shall settle any action in a manner that admits the invalidity of the Licensed IP or imposes obligations on the other party without that party's written consent.","warranties_and_indemnities":"The Licensor warrants that it owns or controls the Licensed IP, that the grant of this licence does not conflict with any third-party right of which it is aware, and that to its actual knowledge on the Effective Date the Licensed IP does not infringe the IP rights of any third party in the Territory. The Licensor shall indemnify the Licensee against third-party claims that the Licensed IP as supplied and used in accordance with this Agreement infringes IP rights in the Territory, subject to prompt notice, sole control of defence and reasonable cooperation; the indemnity excludes claims arising from the Licensee's modifications, combinations with non-Licensor materials, or use outside the Field of Use. The Licensor's total liability under this Agreement shall not exceed twice the royalties paid by the Licensee in the twelve months preceding the claim, except for wilful misconduct and IP indemnity.","governing_law":"The laws of Belgium, excluding conflict-of-laws rules, with exclusive jurisdiction of the French-speaking commercial courts of Brussels. The parties have had regard to Regulation (EU) 316/2014 (TTBER) and confirm the licence complies with the soft-core restrictions thereunder.","signatories":[{"party":"licensor","name":"Isabelle Durand","role":"Managing Director, Acme Supplies SRL","date":"2026-05-05","place":"Brussels"},{"party":"licensee","name":"Wolfgang Heinrich","role":"Geschäftsführer, Heinrich Fasteners GmbH","date":"2026-05-08","place":"Stuttgart"}]}