The Exclusive Option Agreement is a crucial commercial instrument used in various business contexts under Swiss law. It is particularly valuable in scenarios where parties need to secure exclusive rights to potential transactions while conducting due diligence or arranging financing. The agreement provides the Option Holder with exclusive rights during a specified period, preventing the Option Grantor from engaging with other parties regarding the subject matter. This document type is commonly used in M&A transactions, real estate acquisitions, intellectual property licensing, and other commercial arrangements where securing exclusive negotiation or acquisition rights is essential. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and relevant competition laws, while providing clear mechanisms for option exercise and completion.
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1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the option arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Grant of Option: Core provision establishing the exclusive option right and its basic terms
5. Option Period: Duration of the option, including start date and end date/conditions
6. Consideration: Option fee or other consideration for the grant of the option rights
7. Exercise of Option: Mechanism and process for exercising the option, including notice requirements
8. Exclusivity Obligations: Scope of exclusivity and restrictions on the grantor during the option period
9. Representations and Warranties: Standard representations regarding authority, capacity, and option subject matter
10. Confidentiality: Obligations regarding confidential information exchanged during the option period
11. Term and Termination: Duration of the agreement and grounds for early termination
12. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.
1. Due Diligence Rights: Used when the option holder needs rights to conduct due diligence before exercise
2. Pre-Completion Obligations: Include when the grantor needs specific obligations between option exercise and completion
3. Anti-Competition: Required when additional competitive restrictions beyond exclusivity are needed
4. Escrow Arrangements: Include if option consideration or documents need to be held in escrow
5. Tax Provisions: Needed for options with significant tax implications or cross-border elements
6. Force Majeure: Include when external events might affect option exercise rights
7. Break Fee: Used when parties want to specify damages for breach of exclusivity
8. Step-In Rights: Include for options relating to ongoing business operations
1. Option Notice Form: Template notice for exercising the option
2. Subject Matter Description: Detailed description of what the option is for (e.g., assets, shares, IP)
3. Consideration Calculation: Formula or methodology for calculating the consideration upon exercise
4. Due Diligence Requirements: List of documents and information to be provided during due diligence
5. Form of Definitive Agreement: Draft of the agreement to be entered into upon option exercise
6. Corporate Approvals: Required corporate authorizations and resolutions
7. Competing Business Definition: Detailed description of activities covered by exclusivity/non-compete provisions
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