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License Option Agreement Template for Ireland

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Key Requirements PROMPT example:

License Option Agreement

"I need a License Option Agreement under Irish law for a software company granting a 6-month option to license our proprietary AI technology to a multinational corporation, with the option period starting March 1, 2025, including provisions for source code review during due diligence."

Document background
The License Option Agreement is commonly used in Irish business transactions where a party needs time to evaluate intellectual property before committing to a full license. It provides a structured framework for conducting due diligence while securing the right to license the IP if desired. This document is particularly valuable in technology transfers, research commercialization, and corporate transactions where the value of the IP needs to be assessed. The agreement typically includes option exercise conditions, evaluation periods, confidentiality provisions, and detailed terms of the proposed license. Under Irish law, these agreements must comply with both domestic and EU regulations regarding intellectual property rights, competition law, and, where applicable, data protection requirements. The document serves as a crucial intermediate step between initial interest and full license commitment.
Suggested Sections

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

2. Background: Context of the agreement, including brief description of the intellectual property and purpose of the option

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Terms of the option grant, including duration and exclusivity

5. Option Fee: Details of any upfront or ongoing payments required for the option

6. Exercise of Option: Mechanism and process for exercising the option

7. Proposed License Terms: Overview of the key terms of the license that will be granted if the option is exercised

8. Due Diligence: Rights and process for conducting due diligence during the option period

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

10. Warranties and Representations: Standard warranties about authority to contract and IP ownership

11. Term and Termination: Duration of the option agreement and termination rights

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

Optional Sections

1. Security Interest: Required if any form of security is being granted over the IP rights

2. Competition Law Compliance: Needed if the agreement could raise competition law concerns

3. Data Protection: Required if personal data processing is involved in the agreement

4. Export Control: Necessary if the technology has potential export control implications

5. Source Code Escrow: Relevant if the license involves software and source code access might be required

6. Parent Company Guarantee: Include if additional financial security is required from a parent company

7. Step-in Rights: Needed if circumstances require rights for third parties to step into the agreement

Suggested Schedules

1. Schedule 1 - Description of Intellectual Property: Detailed description of the IP subject to the option

2. Schedule 2 - Form of License Agreement: Draft or terms of the full license agreement to be entered into upon exercise of the option

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

4. Schedule 4 - Due Diligence Information: List of information to be provided for due diligence

5. Schedule 5 - Commercial Terms: Detailed commercial terms including any pricing, royalties, or payment structures

6. Appendix A - Technical Specifications: Technical details of the intellectual property or technology

7. Appendix B - Service Levels: Any service levels or performance criteria applicable to the technology

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

Software Development

Biotechnology

Pharmaceuticals

Research & Development

Manufacturing

Healthcare

Education

Telecommunications

Media & Entertainment

Clean Technology

Industrial Technology

Consumer Electronics

Relevant Teams

Legal

Intellectual Property

Research & Development

Business Development

Commercial

Innovation

Licensing

Technical

Corporate Development

Compliance

Relevant Roles

Intellectual Property Counsel

Legal Director

Chief Technology Officer

Head of Research & Development

Licensing Manager

Business Development Director

Chief Executive Officer

Commercial Director

Innovation Manager

Patent Attorney

Technology Transfer Officer

General Counsel

Contract Manager

Chief Legal Officer

Head of Intellectual Property

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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