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Non Exclusive Option Agreement
"I need a Non-Exclusive Option Agreement governed by German law for a potential technology license, where multiple parties will have the right to exercise the option for our new software platform until March 2025, with an option fee of €50,000 per party."
1. Parties: Identification and details of the contracting parties
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: Terms of the non-exclusive option grant, including scope and nature of the option
5. Option Period: Duration of the option and any extension provisions
6. Option Fee: Details of the consideration paid for the option
7. Exercise of Option: Process and requirements for exercising the option
8. Representations and Warranties: Standard representations and warranties adapted to German law
9. Confidentiality: Provisions regarding confidential information
10. Term and Termination: Duration of the agreement and termination provisions
11. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Due Diligence: Required when the option involves complex assets requiring investigation
2. Competition Compliance: Needed when the option agreement might raise competition law concerns
3. Intellectual Property Rights: Required when the option involves IP rights
4. Tax Provisions: Necessary when the option exercise has significant tax implications
5. Assignment and Sub-licensing: Include when transfer rights are relevant to the transaction
6. Force Majeure: Optional clause for handling unforeseen circumstances
7. Data Protection: Required when personal data processing is involved
8. Insurance: Include when specific insurance requirements are needed
1. Schedule 1 - Subject Matter of the Option: Detailed description of the rights or assets subject to the option
2. Schedule 2 - Option Exercise Notice: Form of notice to be used when exercising the option
3. Schedule 3 - Option Fee Structure: Detailed breakdown of option fees and payment terms
4. Schedule 4 - Due Diligence Requirements: List of due diligence materials and requirements if applicable
5. Schedule 5 - Form of Definitive Agreement: Draft of the agreement to be entered into upon exercise of the option
6. Appendix A - Power of Attorney: If required for option exercise or related actions
Authors
Technology
Real Estate
Manufacturing
Entertainment
Pharmaceuticals
Mining
Energy
Media
Telecommunications
Intellectual Property
Financial Services
Legal
Business Development
Finance
Commercial
Corporate Development
Risk Management
Mergers & Acquisitions
Intellectual Property
Real Estate
Compliance
Legal Counsel
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Contracts Manager
Intellectual Property Manager
Commercial Director
Head of Mergers & Acquisitions
Risk Manager
Corporate Development Director
Investment Manager
Property Manager
Licensing Manager
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