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Option Agreement
I need an option agreement for granting stock options to a senior software engineer, with a vesting period of 4 years and a 1-year cliff, including provisions for accelerated vesting in the event of a company acquisition.
What is an Option Agreement?
An Option Agreement gives someone the legal right to buy or sell something specific (like property, shares, or assets) at a preset price within a set timeframe. In India, these agreements are commonly used in real estate developments, stock markets, and business acquisitions, falling under the Indian Contract Act, 1872.
The agreement requires the seller to keep their offer open while the potential buyer pays a premium for this exclusive right. Unlike a regular purchase contract, the buyer isn't obligated to complete the deal - they can walk away if market conditions change or better opportunities arise, though they'll lose their premium payment.
When should you use an Option Agreement?
Consider using an Option Agreement when you need to secure potential business opportunities while keeping your flexibility. It's particularly valuable in Indian real estate deals where you spot a promising property but need time to arrange financing or conduct due diligence. The agreement lets you lock in the current price while investigating the investment thoroughly.
Option Agreements also make sense for startup acquisitions, where investors want exclusive rights to buy company shares at predetermined terms. They're excellent tools for phased business expansions, helping you manage cash flow while maintaining control over future growth opportunities. Many Indian entrepreneurs use them to test markets before committing to full purchases.
What are the different types of Option Agreement?
- Lease With Option To Buy Contract: Combines regular tenancy with future purchase rights, popular in residential real estate
- Equipment Lease Agreement With Option To Purchase: Lets businesses test expensive machinery before buying
- Rental Agreement With Option To Purchase: Suited for commercial properties, protecting both landlord and tenant interests
- Extend Lease Agreement: Adds flexibility to existing leases with purchase options
- Lease And Purchase Agreement: Binds both parties to eventual sale after lease period
Who should typically use an Option Agreement?
- Property Developers: Use Option Agreements to secure land for future development while managing cash flow and market timing
- Business Owners: Create exit strategies by granting potential buyers exclusive rights to purchase their company shares
- Real Estate Agents: Help structure deals between buyers and sellers, especially for high-value properties requiring due diligence
- Legal Counsel: Draft and review agreements to ensure compliance with Indian contract law and protect client interests
- Investors: Secure rights to purchase assets or shares at predetermined prices, managing risk while maintaining flexibility
- Corporate Finance Teams: Structure acquisition deals and manage strategic growth opportunities through phased commitments
How do you write an Option Agreement?
- Asset Details: Gather precise descriptions of property, shares, or assets covered by the option, including current market value
- Price Terms: Set the option premium, strike price, and payment terms that align with market conditions
- Timeline Planning: Define option exercise period, key milestones, and notice requirements clearly
- Party Information: Collect complete details of all parties, including registration numbers for companies
- Due Diligence: Verify ownership rights, encumbrances, and regulatory compliance status
- Documentation: Our platform generates legally-compliant Option Agreements customized to Indian law, ensuring all essential elements are included
- Execution Plan: Prepare stamp paper of appropriate value and arrange for proper witnessing
What should be included in an Option Agreement?
- Identification Details: Complete names, addresses, and legal status of all parties involved
- Asset Description: Clear specification of property, shares, or assets covered by the option
- Option Terms: Premium amount, strike price, and exercise period with specific dates
- Exercise Mechanism: Detailed process for exercising the option, including notice requirements
- Consideration Clause: Valid consideration as per Indian Contract Act requirements
- Rights Transfer: Clear terms for ownership transfer upon exercise
- Termination Conditions: Circumstances allowing early termination or expiry
- Governing Law: Explicit mention of Indian jurisdiction and applicable state laws
- Stamp Duty: Appropriate stamp paper value as per state regulations
What's the difference between an Option Agreement and an Asset Purchase Agreement?
An Option Agreement differs significantly from a Asset Purchase Agreement in several key ways. While both deal with property or asset transfers, they serve different purposes and create distinct legal obligations under Indian law.
- Commitment Level: Option Agreements provide the right but not the obligation to buy, while Asset Purchase Agreements create an immediate binding commitment to complete the transaction
- Payment Structure: Options require an initial premium payment for the right to buy later, whereas Asset Purchase Agreements typically involve direct payment for the asset itself
- Time Flexibility: Option Agreements allow buyers to decide within a specified period, while Asset Purchase Agreements usually have fixed closing dates
- Risk Management: Options help manage market uncertainty by letting buyers walk away with only premium loss, while Asset Purchase Agreements often include substantial penalties for non-completion
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