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License Option Agreement
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.
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
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
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