Exclusive Option Agreement Template for New Zealand

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Key Requirements PROMPT example:

Exclusive Option Agreement

"I need an Exclusive Option Agreement for a commercial property development opportunity in Auckland, giving us exclusive rights to purchase the property until March 2025, with provision for due diligence and resource management approval conditions."

Document background
The Exclusive Option Agreement is a crucial commercial instrument in New Zealand business transactions, providing a secure mechanism for parties to lock in potential future deals while conducting necessary due diligence or arranging financing. This document type is commonly used in property transactions, business acquisitions, and strategic commercial arrangements where one party requires exclusive rights to pursue a transaction for a specified period. The agreement must comply with New Zealand legal requirements, including the Contract and Commercial Law Act 2017 and, where applicable, the Property Law Act 2007. It typically includes detailed provisions about the option's exercise, consideration, conditions precedent, and completion procedures, while incorporating necessary protections for both the grantor and holder of the option.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement - the Option Grantor and Option Holder

2. Background: Sets out the context and purpose of the option agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Grant of Option: Establishes the exclusive option rights and their nature

5. Option Period: Specifies the duration for which the option can be exercised

6. Option Fee: Details the consideration paid for the option rights

7. Exercise of Option: Describes the process and requirements for exercising the option

8. Completion: Sets out the completion process once the option is exercised

9. Warranties and Representations: Standard warranties from both parties regarding capacity and authority

10. Confidentiality: Obligations regarding confidential information

11. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Due Diligence: Required when the option holder needs rights to conduct due diligence before exercise

2. Security: Used when security is required for the option fee or future performance

3. Third Party Rights: Needed when third party consents or rights are relevant to the option

4. Tax Provisions: Required when specific tax implications need to be addressed

5. Anti-dilution Provisions: Included for share options to protect against dilution

6. Resource Management Act Conditions: Required when the option involves land subject to RMA considerations

7. Overseas Investment Office Approval: Required when foreign investment approval might be needed

Suggested Schedules

1. Schedule 1 - Subject Matter of Option: Detailed description of what is covered by the option (e.g., property details, shares, assets)

2. Schedule 2 - Option Exercise Notice: Pro forma notice for exercising the option

3. Schedule 3 - Form of Main Agreement: Draft of the main agreement to be entered into upon exercise

4. Schedule 4 - Due Diligence Requirements: List of due diligence materials and processes if applicable

5. Schedule 5 - Conditions Precedent: List of conditions that must be satisfied before option exercise

6. Appendix A - Required Consents: List of third party or regulatory consents required

7. Appendix B - Disclosure Schedule: Grantor's disclosures against warranties if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Real Estate

Commercial Property

Corporate/M&A

Intellectual Property

Mining and Resources

Agriculture

Technology

Manufacturing

Retail

Professional Services

Relevant Teams

Legal

Commercial

Corporate Development

Mergers & Acquisitions

Real Estate

Business Development

Finance

Compliance

Risk Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Legal Counsel

General Counsel

Property Manager

Business Development Manager

Corporate Development Manager

Investment Manager

Real Estate Manager

Compliance Officer

Contract Manager

Company Secretary

Director of Operations

Head of Mergers & Acquisitions

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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