License Option Agreement for Canada

License Option Agreement Template for Canada

A License Option Agreement under Canadian law is a contractual arrangement that grants one party (the optionee) the right, but not the obligation, to license specific intellectual property rights from another party (the licensor) within a defined period. This agreement is governed by Canadian federal intellectual property laws and provincial contract laws, providing a structured framework for evaluating and potentially licensing IP rights. The document includes detailed terms about the option period, evaluation rights, exercise mechanisms, and the subsequent license terms that would apply if the option is exercised.

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What is a License Option Agreement?

The License Option Agreement is a crucial document in Canadian business transactions involving intellectual property rights, particularly used when a party needs time to evaluate IP before committing to a full license. This agreement type is commonly used in technology transfers, pharmaceutical development, software licensing, and research commercialization. It provides the optionee with a period to conduct due diligence, evaluate commercial potential, and make an informed decision about acquiring license rights, while protecting the licensor's IP rights during the evaluation period. The agreement must comply with Canadian federal IP laws, including the Patent Act, Copyright Act, and Trademarks Act, as well as relevant provincial contract laws. It typically includes detailed provisions about evaluation rights, confidentiality, option exercise mechanisms, and the terms of the potential future license.

What sections should be included in a License Option Agreement?

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: Defined terms used throughout the agreement

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

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

6. Option Fee and Payment Terms: Financial terms for the option period

7. License Terms Upon Exercise: Core license terms that will apply if option is exercised

8. License Fee and Royalties: Financial terms for the license period after option exercise

9. Intellectual Property Rights: Ownership and protection of IP rights during option and license periods

10. Confidentiality: Protection of confidential information exchanged

11. Term and Termination: Duration of agreement and termination provisions

12. Representations and Warranties: Standard warranties about IP ownership, authority to contract, etc.

13. Liability and Indemnification: Risk allocation between parties

14. 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: Used when the optionee needs rights to evaluate the IP during the option period

2. Development Obligations: Include when parties have obligations to develop or improve the IP

3. Regulatory Compliance: Required for regulated industries or products

4. Sub-licensing Rights: Include when sub-licensing will be permitted under the license

5. Territory Restrictions: Used when license rights are geographically limited

6. Field of Use Restrictions: Include when license is limited to specific applications or industries

7. Quality Control: Necessary for trademark licenses or regulated products

8. Source Code Escrow: Include for software-related licenses

9. Performance Obligations: Used when minimum sales or development milestones are required

What schedules should be included in a License Option Agreement?

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

2. Schedule B - Option Fee Schedule: Breakdown of option fees and payment timing

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

4. Schedule D - Royalty Calculations: Detailed methodology for calculating royalties

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

6. Appendix 1 - Form of Option Exercise Notice: Template notice for exercising the option

7. Appendix 2 - Due Diligence Materials: List of materials to be provided for evaluation

8. Appendix 3 - Quality Control Standards: Required standards for licensed products or services

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Healthcare

Clean Technology

Telecommunications

Entertainment & Media

Consumer Products

Industrial Technology

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Technology Transfer

Innovation

Corporate Development

Commercial

Licensing

Patents

Relevant Roles

Legal Counsel

IP Manager

Business Development Director

Chief Technology Officer

Licensing Manager

Research Director

Commercial Director

Patent Attorney

Technology Transfer Officer

Innovation Manager

Chief Legal Officer

VP of Business Development

R&D Manager

Contracts Manager

IP Strategist

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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