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Non Exclusive Option Agreement Template for Canada

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Key Requirements PROMPT example:

Non Exclusive Option Agreement

"I need a Non-Exclusive Option Agreement for my software company to grant potential licensees the right to evaluate and potentially license our AI algorithm, with a 6-month option period starting January 2025, while retaining our ability to grant similar rights to other parties."

Document background
The Non-Exclusive Option Agreement is a strategic legal instrument used in Canadian business transactions where parties seek to establish future rights without immediate commitment. This document is particularly valuable when the option grantor wishes to maintain flexibility by retaining the ability to grant similar rights to other parties, while the option holder secures the potential opportunity without immediate full commitment. The agreement operates under Canadian federal and provincial jurisdiction, requiring careful consideration of common law principles (or civil law in Quebec), competition laws, and sector-specific regulations. It typically includes comprehensive terms regarding option exercise periods, consideration, due diligence rights, and clearly defined procedures for option exercise, while explicitly acknowledging the non-exclusive nature of the rights granted.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

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: Specific terms of the non-exclusive option being granted

5. Option Period: Duration of the option and any extension provisions

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

7. Exercise of Option: Process and conditions for exercising the option

8. Rights and Limitations: Scope of rights granted and explicit limitations due to non-exclusive nature

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

10. Confidentiality: Provisions protecting confidential information exchanged during the option period

11. Term and Termination: Duration of agreement and circumstances allowing early termination

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

Optional Sections

1. Due Diligence: Include when the optionee requires specific due diligence rights during the option period

2. Regulatory Compliance: Include when the subject matter requires specific regulatory approvals or compliance

3. Security Interests: Include when the option involves assets that may be subject to security interests

4. Insurance: Include when specific insurance requirements are needed during the option period

5. Territory Restrictions: Include when the option rights are limited to specific geographic areas

6. Competition Restrictions: Include when there are specific competitive limitations despite non-exclusive nature

7. Intellectual Property Protection: Include when IP rights are involved and require specific protection measures

Suggested Schedules

1. Schedule A - Description of Option Subject Matter: Detailed description of the asset, right, or property subject to the option

2. Schedule B - Option Fee Payment Terms: Detailed payment schedule and mechanisms for the option fee

3. Schedule C - Exercise Notice Form: Template form for exercising the option

4. Schedule D - Due Diligence Requirements: List of required due diligence items and processes

5. Appendix 1 - Related Rights and Assets: Comprehensive list of any associated rights or assets included in the option

6. Appendix 2 - Existing Encumbrances: List of any existing limitations, licenses, or encumbrances affecting the option

Authors

Alex Denne

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

Relevant legal definitions




























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Relevant Industries

Technology

Real Estate

Intellectual Property

Manufacturing

Mining and Resources

Entertainment and Media

Biotechnology

Financial Services

Energy

Agriculture

Software Development

Pharmaceuticals

Relevant Teams

Legal

Business Development

Commercial

Corporate Development

Risk Management

Finance

Operations

Intellectual Property

Mergers and Acquisitions

Strategy

Compliance

Investment

Relevant Roles

Legal Counsel

Business Development Manager

Chief Executive Officer

Chief Legal Officer

Contract Manager

Intellectual Property Manager

Commercial Director

Chief Financial Officer

Risk Manager

Corporate Development Director

Investment Manager

Operations Director

Property Manager

Licensing Manager

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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