---
title: Climate Solutions IPR Licence
excerpt: 
date: 2024-03-27T14:16:09Z
modified: 2025-07-23T11:15:27Z
file_type: md
permalink: clauses/climate-solutions-ipr-licence.html
wpid: 2047
status: publish
type: clause
jurisdiction:
  - Deutschland
maintenance-status:
  - Not maintained
practice-area:
  - Intellectual property (IP)
eleventyComputed:
  clause_child_name: "Vincent and George's Licence"
  clause_summary: 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. 
  clause_last_updated_date: 2023-09-01
layout: layouts/clause.njk
---

# Climate Solutions IPR Licence

## Child’s name

Vincent and George's Licence

## Summary

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.

## What this clause does

Licenses intellectual property rights for climate and environmental related purposes.

## Clause Content

**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**

\[*Insert description of Licensed IPR*\]
