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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."
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
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
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
Technology
Software Development
Biotechnology
Pharmaceuticals
Research & Development
Manufacturing
Healthcare
Education
Telecommunications
Media & Entertainment
Clean Technology
Industrial Technology
Consumer Electronics
Legal
Intellectual Property
Research & Development
Business Development
Commercial
Innovation
Licensing
Technical
Corporate Development
Compliance
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
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