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License Option Template for Netherlands

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Key Requirements PROMPT example:

License Option

"I need a License Option Agreement for a software patent portfolio, where a US tech company wants a 6-month option period to evaluate our AI algorithms before committing to a full license, with the option period starting March 1, 2025."

Document background
The License Option Agreement is a strategic document used when parties wish to establish a framework for a potential future licensing relationship while allowing the potential licensee to evaluate the intellectual property or technology. This agreement type is particularly valuable in situations where due diligence is required, or where the technology is still under development. Under Dutch law, this document provides a legally secure way to reserve rights while performing evaluation or development work. The agreement typically includes option exercise conditions, fees, timelines, and outlines the key terms of the eventual license agreement. It's commonly used in technology transfer, research commercialization, and industrial partnerships where parties need time to assess the commercial viability of intellectual property before committing to a full license.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement, including description of the intellectual property and business relationship

3. Definitions: Defined terms used throughout the agreement

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

5. Option Exercise: Mechanism and process for exercising the option

6. Option Fee: Financial terms for the option period

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

8. Confidentiality: Obligations regarding confidential information exchange

9. Representations and Warranties: Standard warranties about IP ownership and right to contract

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

11. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Development Obligations: Used when the option period includes development work or testing of the technology

2. Exclusivity: Include when the option holder requires exclusive rights during the option period

3. Due Diligence: Add when the option holder requires specific due diligence rights

4. Sub-licensing Rights: Include when discussing potential sub-licensing under the future license

5. Regulatory Compliance: Add for regulated industries or technologies

6. Insurance: Include when specific insurance requirements are needed during the option period

7. Source Code Escrow: Add for software-related license options

8. Performance Metrics: Include when the option exercise is conditional on meeting specific performance criteria

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 License Agreement: Draft of the full license agreement that will take effect upon option exercise

4. Schedule 4 - Technical Specifications: Technical details of the technology or IP

5. Schedule 5 - Development Milestones: If applicable, timeline and specifications for development work

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

7. Appendix B - Option Exercise Notice: Template form for exercising the option

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

Biotechnology

Pharmaceuticals

Software Development

Research & Development

Manufacturing

Healthcare

Renewable Energy

Telecommunications

Electronics

Agricultural Technology

Chemical Industry

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Technology Transfer

Innovation

Corporate Development

Licensing

Patents

Scientific Affairs

Relevant Roles

Legal Counsel

IP Manager

Technology Transfer Officer

Business Development Manager

Research Director

Chief Technology Officer

Licensing Manager

Commercial Director

R&D Manager

Innovation Manager

Patent Attorney

Contract Manager

Chief Executive Officer

Chief Scientific Officer

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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