Technology License Agreement in Netherlands: Template, Key Clauses and Local Law (2026)

A technology license agreement in the Netherlands lets one party use another's patents, software, know-how or other technology on agreed terms. There is no single Dutch licensing statute, so the contract is shaped by general contract law, the relevant IP statutes and EU competition rules. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Dutch lawyer. ## What law governs technology licenses in the Netherlands? There is no dedicated Dutch licensing act. A technology license rests on several layers: - General contract law in the Dutch Civil Code (Burgerlijk Wetboek). Book 6 covers obligations, including offer and acceptance (Article 6:217) and the overriding duty of reasonableness and fairness (Article 6:248), which can soften or supplement what the contract says.

• The IP statutes that create the rights being licensed: the Patents Act 1995 (Rijksoctrooiwet 1995) for patents, the Copyright Act 1912 (Auteurswet) for software and other works, and the Benelux Convention on Intellectual Property (BCIP) for trademarks and designs. EU regulations govern Union-wide rights such as the EU trade mark and the unitary patent.
• EU competition law. Because a license can restrict how the parties compete, it must fit the Technology Transfer Block Exemption Regulation (TTBER), which gives a safe harbour to agreements that license patents, know-how and most software copyright for production, as long as they avoid listed hardcore and excluded restrictions. The TTBER was renewed with effect from 1 May 2026, replacing the 2014 version (Regulation 316/2014), so check current clauses against the new text and guidelines. A patent license can be entered in the patent register kept by the Netherlands Patent Office, which lets the licensee assert it against later third parties. ## Key clauses in a Dutch technology license - Definitions: the licensed technology, patents, know-how, software, field of use and territory.
• Grant and scope: exclusive, sole or non-exclusive; the field of use; the territory; and whether sublicensing is allowed.
• Royalties and fees: upfront fees, running royalties, minimum royalties, reporting and audit rights, and the treatment of taxes.
• Improvements and grant-back: who owns improvements and whether either side licenses them back. Keep grant-back terms within the TTBER, which limits exclusive grant-back of the licensee's own improvements.
• IP ownership and prosecution: confirm the licensor keeps title, and set who files, maintains and enforces the rights.
• Warranties and indemnities: warranties on ownership and non-infringement, and who defends third-party infringement claims and bears damages.
• Confidentiality: protect know-how and source code; this is central where trade secrets carry the value, protected under the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen).
• Term and termination: duration, renewal, termination for breach or insolvency, and what happens to stock, sublicenses and data on exit.
• Liability: caps and exclusions, read against the good-faith duty in Article 6:248.
• Governing law and forum: Dutch law and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Recitals and definitions
3. Grant of license (scope, field, territory, exclusivity)
4. Sublicensing
5. Royalties, fees, reporting and audit
6. Improvements and grant-back
7. IP ownership, filing and enforcement
8. Warranties and non-infringement indemnity
9. Confidentiality and trade secrets
10. Term and termination
11. Effect of termination (stock, data, sublicenses)
12. Liability and limitations
13. Competition-law compliance (TTBER)
14. Governing law (Dutch) and dispute resolution
15. Signatures Spend the most effort on the grant, the royalty mechanics and the infringement indemnity, because those decide who earns what and who carries the legal risk. ## Common mistakes to avoid - Leaving the field of use and territory vague, so the parties disagree on what was actually licensed.

• Ignoring the TTBER and including a hardcore restriction that voids the safe harbour and risks the whole clause.
• Forgetting to address improvements, then fighting over who owns the next version.
• Relying only on general terms and conditions, which under Dutch law can be struck down if not properly agreed or if unreasonably onerous. ## Keeping a license portfolio under control If you license technology across several countries, the hard part is not one contract. It is tracking which royalties are due, when each term renews, and which clauses depend on competition rules that change. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Dutch law. More at Adira. The law above stands on its own. ## Bottom line A Dutch technology license is built from the Civil Code, the relevant IP statute and the EU block exemption, not a single licensing law. Define the grant, royalties and indemnity with care, keep the competition clauses inside the renewed TTBER, consider registering a patent license, and get Dutch advice before signing a real deal.