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License Option Agreement Template for Denmark

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License Option Agreement

Document background
The License Option Agreement is a crucial document in intellectual property transactions under Danish law, typically used when parties need a period to evaluate the commercial potential of intellectual property before committing to a full license agreement. This document is particularly relevant in scenarios involving technology transfer, research commercialization, or strategic business partnerships. It provides the option holder with the exclusive or non-exclusive right to license specific intellectual property within a defined timeframe, often including provisions for due diligence, evaluation periods, and potential development work. The agreement must comply with Danish contract law, intellectual property regulations, and competition law requirements while protecting both parties' interests during the option period.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including description of the intellectual property and the parties' intentions regarding the option arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed IP', 'Option Period', 'Exercise Notice', etc.

4. Grant of Option: Terms of the option grant, including exclusivity status and territorial scope

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

6. Option Fee: Details of any upfront or periodic payments required for maintaining the option

7. Exercise of Option: Process and requirements for exercising the option, including notice requirements

8. License Terms: Key terms of the license that will take effect upon exercise of the option

9. Warranties and Representations: Standard warranties regarding ownership, authority to contract, and IP rights

10. Confidentiality: Obligations regarding confidential information exchanged during the option period

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

12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, amendments, etc.

Optional Sections

1. Due Diligence: Process for conducting due diligence on the licensed IP - include if due diligence is part of the option period

2. Development Obligations: Any obligations regarding further development of the IP during the option period - include if development work is contemplated

3. Right of First Refusal: Terms giving the option holder priority rights for additional IP - include if agreed

4. Competition Law Compliance: Specific provisions ensuring compliance with competition laws - include if there are market competition concerns

5. Tax Provisions: Specific tax-related provisions - include if there are cross-border payment implications

6. Insurance: Requirements for insurance coverage - include if required for high-value IP

7. Source Code Escrow: Terms for source code escrow arrangements - include if software is involved

Suggested Schedules

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property subject to the option

2. Schedule 2 - Option Fee Schedule: Breakdown of option fees and payment terms

3. Schedule 3 - Form of Exercise Notice: Template notice for exercising the option

4. Schedule 4 - License Terms: Detailed terms of the license to take effect upon exercise

5. Schedule 5 - Technical Specifications: Technical details of the licensed IP and any associated technology

6. Appendix A - Due Diligence Requirements: List of due diligence materials and processes if applicable

7. Appendix B - Development Milestones: If development is included, detailed milestones and requirements

Authors

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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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