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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: Definitions of key terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and conditions for exercise
5. Option Fee: Details of any fees payable for the option itself
6. Exercise of Option: Process and requirements for exercising the option
7. Proposed License Terms: Key terms of the license that will be granted if the option is exercised
8. Confidentiality: Obligations regarding confidential information exchanged during the option period
9. Representations and Warranties: Standard warranties about ownership of IP and authority to enter into agreement
10. Term and Termination: Duration of the option agreement and grounds for early termination
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Due Diligence: Rights and process for conducting IP due diligence - include if due diligence is permitted during option period
2. Development Obligations: Include if either party has obligations to develop or improve the IP during the option period
3. Exclusivity: Include if the option holder has exclusive rights during the option period
4. Regulatory Compliance: Include for regulated industries or technologies requiring specific compliance measures
5. Sub-licensing Rights: Include if the proposed license will include rights to sub-license
6. Export Control: Include for technology that may be subject to export control regulations
7. Insurance: Include if specific insurance requirements are needed during option period
1. Schedule 1 - Intellectual Property: Detailed description of the intellectual property subject to the option
2. Schedule 2 - Option Fee and Payment Terms: Detailed payment terms and schedules for the option fee
3. Schedule 3 - Form of License Agreement: Draft or detailed terms of the license agreement to be entered into upon exercise
4. Schedule 4 - Exercise Notice: Form of notice to be used when exercising the option
5. Schedule 5 - Due Diligence Information: List of information to be provided for due diligence (if applicable)
6. Schedule 6 - Development Milestones: Details of any development work and milestones (if applicable)
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Delivery Date
Due Diligence Period
Effective Date
Exercise Notice
Exercise Period
Field of Use
Force Majeure Event
Improvements
Intellectual Property Rights
Know-How
License
License Agreement
Licensed Products
Licensed Technology
Option
Option Fee
Option Period
Patents
Permitted Purpose
Proposed License Terms
Related Rights
Representatives
Royalties
Schedule
Technology
Term
Territory
Third Party
Trade Secrets
Trademarks
Grant of Option
Option Fee
Exercise of Option
Due Diligence
Confidentiality
Intellectual Property Rights
Representations and Warranties
Term and Duration
Termination
Payment Terms
Rights and Obligations
Non-Competition
Non-Solicitation
Assignment
Force Majeure
Indemnification
Insurance
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Amendment
Severability
Waiver
Further Assurance
Counterparts
Third Party Rights
Compliance with Laws
Export Control
Data Protection
Anti-Corruption
Exclusivity
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research & Development
Telecommunications
Healthcare
Education & Academia
Entertainment & Media
Industrial Technology
Clean Technology
Automotive
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Technology Transfer
Innovation
Contracts
Executive Leadership
Corporate Development
Technology Management
Product Development
Chief Legal Officer
Head of Intellectual Property
Licensing Manager
Business Development Director
Chief Technology Officer
Research Director
IP Counsel
Commercial Director
Legal Counsel
Technology Transfer Officer
Innovation Manager
Patent Attorney
Contract Manager
Chief Executive Officer
Chief Commercial Officer
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