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License Option Agreement for the Netherlands

License Option Agreement Template for Netherlands

A License Option Agreement under Dutch law is a legal contract that grants one party (the option holder) the exclusive right, but not the obligation, to enter into a license agreement with the intellectual property owner within a specified period. This document, governed by Dutch civil law and relevant intellectual property legislation, establishes the terms under which the option can be exercised, including the duration of the option period, exercise price, and key terms of the potential future license agreement. It provides a structured framework for parties to evaluate licensing opportunities while maintaining legal certainty and protecting both parties' interests under Dutch jurisdiction.

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What is a License Option Agreement?

The License Option Agreement is commonly used in situations where parties need a formal framework to explore licensing opportunities while maintaining exclusivity and legal certainty. Under Dutch law, this agreement serves as a preliminary step to a full license agreement, allowing the potential licensee to evaluate the technology or intellectual property before committing to a full license. It typically includes detailed provisions about the option exercise mechanism, due diligence rights, and the fundamental terms of the future license agreement. This document is particularly valuable in research and development contexts, technology transfers, and commercial collaborations where parties need time to assess the value and applicability of intellectual property rights. The agreement must comply with Dutch civil law requirements and relevant European Union regulations, particularly regarding intellectual property rights and competition law.

What sections should be included in a License Option Agreement?

1. Parties: Identification and details of the contracting parties

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

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

4. Grant of Option: Terms of the option, including duration, exercise price, and exercise mechanism

5. Option Period: Duration of the option period and any conditions for extension

6. Option Exercise: Process and requirements for exercising the option

7. License Terms: Key terms of the license that will take effect upon option exercise

8. Financial Terms: Option fee, exercise price, and subsequent royalties or payments

9. Intellectual Property Rights: Ownership and protection of IP rights during and after the option period

10. Confidentiality: Obligations regarding confidential information exchange

11. Warranties and Representations: Standard warranties regarding IP ownership, authority to contract, etc.

12. Term and Termination: Duration of the agreement and grounds for termination

13. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

What sections are optional to include in a License Option Agreement?

1. Due Diligence Rights: Rights to conduct due diligence during the option period - include when complex IP is involved

2. Development Obligations: Any continued development obligations during the option period - include for technology still under development

3. Regulatory Compliance: Specific regulatory obligations - include for regulated industries

4. Competition Law Compliance: Specific provisions ensuring compliance with competition laws - include for market-sensitive licenses

5. Sub-licensing Rights: Terms for sub-licensing - include when sub-licensing might be contemplated

6. Performance Obligations: Minimum performance requirements - include when commercialization is expected

7. Export Control: Export control provisions - include for international arrangements or controlled technologies

8. Source Code Escrow: Software escrow arrangements - include for software licenses

What schedules should be included in a License Option Agreement?

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property covered by the option

2. Schedule 2 - Option Exercise Notice: Form of notice to be used when exercising the option

3. Schedule 3 - License Terms: Detailed license terms that will apply upon exercise of the option

4. Schedule 4 - Financial Terms: Detailed payment terms, including calculation of royalties if applicable

5. Schedule 5 - Technical Specifications: Technical details of the licensed technology or IP

6. Appendix A - Due Diligence Requirements: List of due diligence materials to be provided

7. Appendix B - Development Milestones: If applicable, development targets and timelines

8. Appendix C - Regulatory Requirements: Specific regulatory obligations and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Option Agreement

Cost

Free to use
Relevant legal definitions


































Clauses






























Relevant Industries

Technology

Software

Pharmaceuticals

Biotechnology

Manufacturing

Research & Development

Electronics

Chemical Industry

Medical Devices

Automotive

Clean Technology

Telecommunications

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Technology Transfer

Commercial

Innovation

Contracts

Patents

Corporate Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Business Development Director

Technology Transfer Officer

Patent Attorney

Commercial Director

Research Director

Chief Technology Officer

Licensing Manager

Innovation Manager

General Counsel

Contract Manager

Chief Executive Officer

Research & Development Manager

IP Strategist

Industries








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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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