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License Option
"I need a License Option Agreement under Austrian law for our AI software technology, giving the optionee 6 months from March 2025 to evaluate the technology, with potential for multi-territory licensing in the EU and UK if exercised."
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement, including description of the intellectual property and business relationship
3. Definitions: Key terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and conditions for exercise
5. Option Exercise: Process and formalities for exercising the option
6. Option Fee: Financial terms for the option period
7. Proposed License Terms: Core terms of the license that will take effect upon option exercise
8. IP Warranties and Representations: Warranties regarding ownership and right to license the intellectual property
9. Confidentiality: Obligations regarding confidential information during the option period and beyond
10. Term and Termination: Duration of the option agreement and termination provisions
11. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Due Diligence Rights: Include when the optionee needs rights to evaluate the IP during the option period
2. Development Obligations: Include when parties have obligations to develop or maintain the IP during the option period
3. Right of First Refusal: Include when the optionee should have rights to match third party offers
4. Escrow Provisions: Include when source code or other critical materials need to be escrowed
5. Competition Restrictions: Include when parties need to address competition law compliance
6. Data Protection: Include when personal data processing is involved
7. Insurance Requirements: Include when specific insurance coverage is required during the option period
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property subject to the option
2. Schedule 2 - Option Exercise Notice: Form of notice for exercising the option
3. Schedule 3 - License Agreement: Form of license agreement to be entered into upon option exercise
4. Schedule 4 - Fee Schedule: Detailed breakdown of option fees and future license fees
5. Schedule 5 - Technical Specifications: Technical details of the licensed technology or IP
6. Appendix A - Due Diligence Materials: List of materials to be made available during due diligence
7. Appendix B - Development Milestones: If applicable, development targets during the option period
Authors
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Field of Use
Force Majeure
Foreground IP
Intellectual Property Rights
Know-How
Licensed IP
Licensed Patents
Licensed Products
Licensed Technology
License Agreement
Option
Option Fee
Option Period
Option Rights
Patents
Patent Applications
Proprietary Information
Purpose
Representatives
Specification
Technical Information
Territory
Third Party
Trade Secrets
Trademarks
Working Day
Option Exercise
Option Fee
Due Diligence
Confidentiality
Intellectual Property Rights
Warranties and Representations
License Terms
Technical Support
Development Obligations
Territory Restrictions
Field of Use Restrictions
Payment Terms
Record Keeping
Audit Rights
Term and Duration
Termination
Force Majeure
Assignment
Competition Law Compliance
Data Protection
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendments
Severability
Third Party Rights
Further Assurance
Costs
Counterparts
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research & Development
Industrial Design
Telecommunications
Media & Entertainment
Clean Technology
Automotive
Consumer Electronics
Legal
Intellectual Property
Research and Development
Business Development
Technology Transfer
Innovation
Commercial
Licensing
Patents
Corporate Development
Legal Counsel
IP Manager
Technology Transfer Officer
Business Development Manager
Research Director
Chief Technology Officer
Licensing Manager
Patent Attorney
Commercial Director
Innovation Manager
R&D Manager
Chief Executive Officer
Contract Manager
Head of Legal
Chief IP Counsel
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