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Non Exclusive Option Agreement
"I need a Non-Exclusive Option Agreement for a technology licensing opportunity in the Philippines, where my company will have the option to license a new software platform until March 2025, with specific provisions for due diligence and staged payment terms."
1. Parties: Identification of all parties to the agreement, including their full legal names, addresses, and corporate details if applicable
2. Background: Context of the agreement, including the subject matter of the option and the parties' general intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Details of the option being granted, including its non-exclusive nature
5. Option Period: Duration of the option, including start and end dates
6. Option Fee: Amount payable for the option and payment terms
7. Exercise of Option: Process and requirements for exercising the option
8. Representations and Warranties: Standard representations and warranties from both parties
9. Confidentiality: Obligations regarding confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Due Diligence: Include when the option involves complex assets requiring investigation
2. Intellectual Property Rights: Include when the option involves IP rights
3. Competition Law Compliance: Include when there are potential anti-trust considerations
4. Tax Provisions: Include when there are specific tax implications to be addressed
5. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
6. Assignment Rights: Include when transfer rights need to be specifically addressed
7. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
1. Schedule 1 - Subject Matter Description: Detailed description of the asset or right subject to the option
2. Schedule 2 - Option Exercise Notice: Template form for exercising the option
3. Schedule 3 - Payment Terms: Detailed payment schedule and mechanisms
4. Schedule 4 - Due Diligence Requirements: List of required due diligence items and procedures
5. Appendix A - Required Approvals: List of any regulatory or third-party approvals needed
6. Appendix B - Existing Encumbrances: List of any existing rights or encumbrances affecting the option
Authors
Business Day
Commencement Date
Completion
Confidential Information
Consideration
Due Diligence Period
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Force Majeure Event
Governmental Authority
Grant Date
Intellectual Property Rights
Material Adverse Change
Option
Option Fee
Option Period
Option Rights
Permitted Purpose
Related Entities
Subject Matter
Subject Rights
Term
Territory
Third Party Rights
Transaction Documents
Working Hours
Non-Exclusivity
Option Period
Option Fee
Exercise of Option
Payment Terms
Representations and Warranties
Conditions Precedent
Due Diligence
Confidentiality
Non-Disclosure
Intellectual Property
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Time of Essence
Compliance with Laws
Anti-Corruption
Data Protection
Real Estate
Technology
Manufacturing
Mining and Natural Resources
Entertainment and Media
Telecommunications
Pharmaceutical
Renewable Energy
Agriculture
Retail and Distribution
Financial Services
Legal
Business Development
Corporate Strategy
Finance
Operations
Risk and Compliance
Commercial
Corporate Secretariat
Mergers and Acquisitions
Project Management
Chief Executive Officer
Chief Legal Officer
Business Development Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Corporate Secretary
Risk Manager
Compliance Officer
Chief Financial Officer
Strategy Director
Operations Manager
Project Manager
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