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Non Exclusive Option Agreement Template for Netherlands

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Key Requirements PROMPT example:

Non Exclusive Option Agreement

"I need a Non-Exclusive Option Agreement under Dutch law for a potential software licensing deal, where the option holder will have 6 months from March 2025 to exercise the option, with the ability to conduct technical due diligence during this period."

Document background
The Non-Exclusive Option Agreement is commonly used in various business contexts under Dutch law where parties wish to establish future rights while maintaining flexibility. This document is particularly valuable when the option grantor wants to retain the ability to enter into similar arrangements with multiple parties, which is common in real estate developments, intellectual property licensing, or corporate transactions. The agreement should clearly outline the option terms, exercise period, consideration, and conditions precedent, while ensuring compliance with Dutch legal requirements. The non-exclusive nature of the agreement requires careful drafting to avoid potential conflicts and ensure enforceability under Dutch law, particularly considering competition law implications. This agreement type is especially relevant in scenarios where parties need time to conduct due diligence or secure financing before committing to a full transaction.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. Grant of Option: Details of the option rights being granted and their non-exclusive nature

5. Option Period: Duration of the option and any extension provisions

6. Option Fee: Details of the consideration paid for the option rights

7. Exercise of Option: Process and requirements for exercising the option

8. Exercise Price: The price payable upon exercise of the option

9. Representations and Warranties: Standard representations and warranties from both parties

10. Confidentiality: Provisions regarding confidential information

11. Assignment: Restrictions on transfer of rights under the agreement

12. Termination: Circumstances under which the agreement may be terminated

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Intellectual Property Rights: Required if the option relates to IP assets, covering ownership and licensing

2. Due Diligence: Required if the option involves complex assets requiring investigation

3. Competition Law Compliance: Required if there are specific competition law considerations

4. Registration Rights: Required if the option needs to be registered (e.g., real estate)

5. Tax Provisions: Required if there are specific tax implications to be addressed

6. Third Party Rights: Required if third party consents or rights need to be addressed

7. Force Majeure: Optional clause for circumstances preventing performance

8. Data Protection: Required if personal data processing is involved

Suggested Schedules

1. Schedule 1 - Description of Option Subject Matter: Detailed description of the assets or rights subject to the option

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

3. Schedule 3 - Payment Terms: Detailed payment mechanisms and schedules

4. Schedule 4 - Due Diligence Requirements: List of required due diligence items if applicable

5. Appendix A - Required Consents: List of required third party or regulatory consents

6. Appendix B - Completion Requirements: Checklist of requirements for completing the option exercise

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

Real Estate

Technology

Manufacturing

Intellectual Property

Entertainment

Media

Financial Services

Energy

Life Sciences

Mining

Agriculture

Retail

Software

Telecommunications

Relevant Teams

Legal

Commercial

Business Development

Corporate Development

Real Estate

Intellectual Property

Mergers & Acquisitions

Licensing

Investment

Property Development

Procurement

Strategy

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Commercial Director

Chief Legal Officer

Intellectual Property Manager

Real Estate Manager

Investment Manager

Licensing Manager

Corporate Development Director

General Counsel

Transaction Manager

Chief Commercial Officer

Property Development Manager

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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