License Option Agreement for India

License Option Agreement Template for India

A License Option Agreement under Indian law is a legally binding contract that grants one party (the Option Holder) the right, but not the obligation, to enter into a license agreement with the IP owner (the Licensor) within a specified period. This document is governed by Indian law, particularly the Indian Contract Act, 1872, and relevant IP legislation. It sets out the terms under which the option can be exercised, including any fees payable, the duration of the option period, and the key terms of the proposed license that would come into effect upon exercise of the option. The agreement typically includes provisions for confidentiality, due diligence rights, and the detailed terms of the prospective license agreement.

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What is a License Option Agreement?

The License Option Agreement serves as a preliminary agreement that gives potential licensees the opportunity to evaluate intellectual property before committing to a full license agreement. This type of agreement is particularly useful in the Indian market where companies need to assess the commercial viability of IP rights while securing their interest in the technology. The document is structured under Indian law and typically includes detailed provisions about the option terms, evaluation period, and the framework of the future license agreement. It's commonly used when parties need time for due diligence, market assessment, or regulatory approval before committing to a full license. The License Option Agreement provides protection for both the IP owner and the potential licensee during this evaluation period, while setting clear parameters for the eventual license relationship.

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: 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

What sections are optional to include in a License Option Agreement?

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

What schedules should be included in a License Option Agreement?

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)

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

India

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Telecommunications

Healthcare

Education & Academia

Entertainment & Media

Industrial Technology

Clean Technology

Automotive

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Commercial

Technology Transfer

Innovation

Contracts

Executive Leadership

Corporate Development

Technology Management

Product Development

Relevant Roles

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

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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