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Licence Option Agreement
"Need a Licence Option Agreement for our new AI software technology, giving the potential licensee 6 months to evaluate the technology before committing to a full licence, with an option fee of £50,000 payable on signing."
1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Defined terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and conditions for exercise
5. Exercise of Option: Process and requirements for exercising the option
6. Option Fee: Payment terms for the option
7. Warranties and Representations: Standard warranties regarding ownership and right to grant licence
8. Confidentiality: Obligations regarding confidential information
9. Term and Termination: Duration of agreement and termination provisions
10. Governing Law and Jurisdiction: Specification of applicable law and courts
1. Due Diligence Rights: Rights to investigate IP/technology during option period - include when detailed technical evaluation is required
2. Development Obligations: Obligations regarding development during option period - include when development work continues during option period
3. Territory Restrictions: Geographical limitations on option/licence - include when rights are territory-specific
4. Competition Law Compliance: Specific provisions ensuring compliance - include when agreement might affect market competition
1. Schedule 1 - Licensed IP: Detailed description of intellectual property covered
2. Schedule 2 - Form of Licence: Template of licence agreement to be entered into upon exercise
3. Schedule 3 - Option Fee Structure: Detailed payment terms and calculations
4. Schedule 4 - Due Diligence Information: List of information to be provided during option period
5. Appendix A - Technical Specifications: Technical details of licensed technology/IP
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Due Diligence Information
Due Diligence Period
Effective Date
Exercise Notice
Exercise Period
Extension Fee
Field of Use
Intellectual Property Rights
Know-How
Licence
Licensed IP
Licensed Products
Option
Option Fee
Option Period
Patents
Purpose
Representatives
Subsidiary
Technology
Territory
Third Party
Trade Marks
Working Day
Grant of Option
Option Period
Option Fee
Exercise of Option
Due Diligence
Confidentiality
Warranties and Representations
Intellectual Property Rights
Protection of IP
Non-Competition
Assignment and Sub-Licensing
Force Majeure
Termination
Consequences of Termination
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
No Partnership
Costs
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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