Georgia Option to License Agreement

Document Sample
Georgia Option to License Agreement Powered By Docstoc
					Docstoc Legal Agreements




                             This Option to License Agreement provides an individual or company a time-limited right to
                             obtain a full license agreement by exercising the option. These agreements are typically
                             used in situations where the individual or company needs to conduct further research and
                             development to evaluate the technology prior to entering into a full license agreement.
                             During the option period, the individual or company has an exclusive opportunity to
                             understand the technology and its market potential. At any time during the option period, a
                             formal license can be signed. This document is useful to an individual or company located
                             in Georgia that is interested in acquiring intellectual property rights, but needs additional
                             time to conduct research.
             ®




                           DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR
                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
                           attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any
                           form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney -Client relationship. The information and forms
                           are not a substitute for the advice of your own attorney. Use of this document and our service are deemed to be your acknowledgement and agreement to
                           the following: The disclaimers and links on this page and the back page(s); our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), and
                           read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. You also agree that if you are not the person
                           using the document and services that you will provide such person(s) who will be with these front and back disclaimer pages. This document is not
                           approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
                           Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved
                            OPTION TO LICENSE AGREEMENT

THIS OPTION TO LICENSE AGREEMENT (hereinafter “Agreement”) is made and
entered into between _________________________ [Instruction: Insert the name of
company], a company organized under _______________ [Instruction: Insert the state] laws
(hereinafter     “Grantor”)       having      its      principal        office        at,
______________________________________________ [Instruction: Insert the address of
company] and __________________________ [Instruction: Insert the name of company] a
company organized under the laws of __________________ [Instruction: insert the state]
(hereinafter     “Grantee”),       having      its      principal        office        at
__________________________________________ [Instruction: Insert the address of
company].

1. Definitions:

   Patent and Technology Rights means the intellectual property described in Exhibit A.

2. Grant of Option: Grantor hereby grants Grantee an exclusive option to acquire an
   exclusive, worldwide license to practice Patent Rights and Technology Rights under terms
   set forth in the License Agreement attached as Exhibit B.

3. Exercise of the Option: Grantee may exercise its option at any time during the option
   period by notifying Grantor in writing of its intent to exercise this option.

4. Confidential Information:

   a) Upon the execution of this Agreement, Grantor will disclose all relevant Confidential
      Information as defined in Section 4 (b)) below, other information, and data relating to
      Patent and Technology Rights, to enable Grantee to evaluate the possible commercial
      significance of the Patent Rights and Technology Rights.

   b) In addition to the initial disclosure described in Section 4 (a), the parties may disclose
      other Confidential Information to each other, from time to time, in connection with work
      contemplated under this Agreement. All such information whether disclosed initially or
      during the option period will be referred to as “Confidential Information.” Each party will
      use reasonable efforts to prevent the disclosure of any of the other party's Confidential
      Information to third parties during the term and after the termination of this Agreement,
      provided that the recipient party's obligation will not apply to information that:

         i.   is not disclosed in writing or reduced to writing and so marked with an appropriate
              confidentiality legend within ______ (__) [◊ thirty (30)] days of disclosure;

        ii.   is already in the recipient party's possession at the time of disclosure thereof and
              not obtained directly or indirectly from the other, as proven by the receiving
              party’s written records;

       iii.   is or later becomes published through no fault of the recipient party;



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                2
        iv.    is lawfully acquired from a third party having no obligations of confidentiality to
               the disclosing party;

         v.    is independently developed by the recipient party; or

        vi.    is required by law or regulation to be disclosed; provided, however, that the
               receiving party gives the disclosing party prompt notice of such disclosure and
               reasonably cooperates with the disclosing party’s efforts to secure an appropriate
               protective order.

     c) In the event that information is required to be disclosed under Sections 4 (a) and (b)
        above, the party required to make disclosure will notify the other to allow that party to
        assert whatever exclusions or exemptions may be available to it under such law or
        regulation.

5. Payment:

     In consideration for the option granted herein, Grantee agrees to pay Grantor ________
     ($___) [Instruction: Insert the payment amount, e.g., fifty dollars ($50)] within ______
     (__) [◊ thirty (30)] days after the effective date.

6. Termination:

     a) Grantee may terminate this Agreement by giving ______ (__) [thirty (30)] days
        [Comment: these numbers are not provided by the law, but can be any number the
        user chooses] written notice to Grantor.

     b) Grantor may terminate this Agreement upon ______ (__) [◊ thirty (30)] days written
        notice to Grantee if Grantee breaches or defaults on its payments obligations under
        Section 5 herein, unless, before the end of the ______ (__) [◊ thirty (30)] day period,
        Grantee has cured the breach or default to the satisfaction of Grantor and so notifies
        Grantor in writing, stating the manner of the cure.

7.   Assignment: This Agreement shall bind and benefit the parties' successors and assigns.
     Neither party may assign rights under this Agreement without the prior written consent of
     the other party.

8.   Indemnity: Grantee shall indemnify, hold harmless, and defend Grantor and its trustees,
     officers, employees, and agents against any and all allegations and actions for death, illness,
     personal injury, property damage, and improper business practices arising of the optioned
     rights.

9.   Notice: Any notice required by this Agreement will be given by personal delivery
     (including delivery by reputable messenger services such as Federal Express) or by prepaid,
     first class, certified mail, return receipt requested, addressed to:




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 3
    GRANTOR                                    :       ____________________________________

                                                       ____________________________________

                                                       ____________________________________

                                                       ____________________________________



    GRANTEE                                    :       ____________________________________

                                                       ____________________________________

                                                       ____________________________________

                                                       ____________________________________



    Or at such other addresses as may be given from time to time in accordance with the terms
    of this notice provision.

10. Amendment and Modification: This Agreement sets forth the entire agreement between
    the parties with respect to the subject matter hereof, and may not be modified or amended
    except by written agreement executed by the parties hereto.

11. Independent Business Relationship: Grantor and Grantee are independent contractors and
    are not and shall not be construed as joint venturers, partners, employer/employee, or agents
    of the other and neither shall have the power to bind or obligate the other, except as set forth
    in this Agreement.

12. Warranty: Optioned rights are experimental in nature and are provided WITHOUT
    WARRANTY OR REPRESENTATIONS OF ANY SORT, EXPRESS OR IMPLIED,
    INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
    AND FITNESS FOR A PARTICULAR PURPOSE OF NON-INFRINGEMENT. Grantor
    makes no representations and provides no warranty that the use of the optioned rights will
    not infringe any patent or proprietary rights of third parties.

13. Counterparts: This Agreement may be executed in several counterparts, each of which
    shall be an original, but all of which together shall constitute one and the same Agreement.

14. Governing Law/ Forum: This Agreement shall be governed by the laws of the State of
    Georgia, applicable to agreements made and to be wholly performed therein.

15. Articles and Other Headings: The paragraph headings used in this Agreement are
    provided for convenience of reference only and shall not be used to interpret the provisions
    of this Agreement. In the event any provision of this Agreement proves to be illegal or



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 4
     unenforceable, the remaining provisions of this Agreement shall be interpreted as if such
     illegal or unenforceable provision were not a part of this Agreement.

16. Survival: The obligations set forth in this Agreement shall survive expiration or termination
    of this Agreement and shall continue for a period of ________ (__) [◊ five (5)] years from
    the date of disclosure of the Confidential Information, except for obligations regarding trade
    secrets, which shall endure for so long as a trade secret is protected as such.

To evidence their agreement to the foregoing terms and conditions, Grantor and Grantee have
executed this Agreement below.

[Instruction: Insert name and address of Grantor]

By      : ________________________

Title   : ________________________

[Instruction: Insert name and address of Grantee]

By      : ________________________

Title   : ________________________




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not               5
                                              EXHIBIT A

                               PATENT RIGHTS & TECHNOLOGY




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   6
                                              EXHIBIT B

                                    LICENSE AGREEMENT

This agreement is made and executed on the _____ day of __________[Month], 20__ between
_____________________ (the “Licensor”) an individual/corporation doing business at
___________ _______________________ [Instruction: Insert the address of the Licensor] in
the State of _____________ [Instruction: Insert the name of the State] and
_______________________ (the “Licensee”) an individual/corporation doing business at
_________________________________ ______________________ [Instruction: Insert the
address of the Licensee] in the State of _________________ [Instruction: Insert the name of
the State] for a license to use _________________ [Instruction: Insert the name/description
of the material to be licensed].

In consideration of mutual promises contained in this agreement, the parties mutually agree upon
as follows:

1. Grant of License: The Licensor hereby grants the Licensee a license to occupy and use
   ______________ [Insert the name of the licensed product/material] for the original
   and/or extended term of this agreement and subject to all the terms and conditions of this
   agreement. All other rights including but not limited to the ownership right shall vest in the
   Licensor, during and after the termination of this agreement.

2. Permitted Uses: The Licensee is permitted to use the product as follows:

    a) For any purpose specifically mentioned herein in this agreement.

    b) For ___________________________________________________________________
        ___________________________________________________________.

    c) For_____________________________________________________________________
        _________________________________________________________.

    d) For_____________________________________________________________________
        _____________________________________________________________.
        [Instruction: Insert the permitted use as agreed upon]

3. Prohibited Uses: The Licensee is prohibited to use the product beyond any use as
   specifically agreed and mentioned in this agreement including but not limited to:

    a) For any purpose specifically denied herein in this agreement.

    b) For ___________________________________________________________________
        _________________________________________________________________.

    c) For_____________________________________________________________________
        _______________________________________________________________.



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not              7
    d) For_____________________________________________________________________
        _______________________________________________________________.
        [Instruction: Insert the Prohibited use as agreed upon]

4. Term and Termination: The term of this license agreement shall commence upon the
   signing of this agreement and shall remain in force for a period of _____ [Instruction: Insert
   the Number of years/month] years/months unless terminated by either party.

   a) In case of termination for reason of breach or misuse of this agreement by other party,
      either party may terminate the agreement by serving a notice of 30 days.

   b) The Licensor may, without any cause, terminate the agreement at any time during the
      term by serving a notice of 30 days.

   c) __________________________ [Instruction: Insert other terms/conditions as agreed
      upon by the parties]

   Upon termination of this agreement for whatsoever reason, the Licensee shall stop the use of
   the material/product with immediate effect and shall in no manner use or derive any benefit
   from its use.

5. Payment/Royalty: The Licensor shall pay to the Licensee an amount of
   _________________________________ U.S. Dollars, $ ___________[Instruction: Insert
   the initial amount to be paid at the time of signing of the agreement] at the time of
   signing of this agreement while an amount of _____________________________________
   U.S. Dollars, $ ____________ [Instruction: Insert the periodical (monthly/yearly)
   amount to be paid at every month/year] shall be paid every month/year for the entire term
   of this agreement.

6. Confidential Information:

   a) The Licensor shall disclose all relevant Confidential Information as defined in Section 6
      (b) below, other information, and data relating to Patent and Technology Rights, to
      enable Licensee to evaluate the possible commercial significance of the Patent Rights and
      Technology Rights.

   b) In addition to the initial disclosure described in Section 6 (a), the parties may disclose
      other Confidential Information to each other, from time to time, in connection with work
      contemplated under this Agreement. All such information whether disclosed initially or
      during the option period will be referred to as “Confidential Information.” Each party will
      use reasonable efforts to prevent the disclosure of any of the other party's Confidential
      Information to third parties during the term of and after the termination of this
      Agreement, provided that the recipient party's obligation will not apply to information
      that:

         i.   is not disclosed in writing or reduced to writing and so marked with an appropriate
              confidentiality legend within ______ (__) [◊ thirty (30)] days of disclosure;



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not              8
        ii.   is already in the recipient party's possession at the time of disclosure thereof and
              not obtained directly or indirectly from the other, as proven by the receiving
              party’s written records;

       iii.   is or later becomes published through no fault of the recipient party;

        iv.   is lawfully acquired from a third party having no obligations of confidentiality to
              the disclosing party;

        v.    is independently developed by the recipient party; or

        vi.   is required by law or regulation to be disclosed; provided, however that, the
              receiving party gives the disclosing party prompt notice of such disclosure and
              reasonably cooperates with the disclosing party’s efforts to secure an appropriate
              protective order.

In the event that information is required to be disclosed under Sections 6 (a) and (b) above, the
party required to make disclosure will notify the other to allow that party to assert whatever
exclusions or exemptions may be available to it under such law or regulation.

7. Modification: Any modification of this agreement or any additional obligation assumed by
   either party in connection to this agreement shall be binding only if evidenced in writing
   signed by both the parties or by authorized representative of the party.

8. Assignment/Transfer: This Agreement shall bind and benefit the parties' successors and
   assigns. Neither party may assign rights under this agreement without the prior written
   consent of the other party.

9. Warranties: The Licensor warrants that it has the right to license the rights granted under
   this agreement to use licensed materials, that it has obtained any and all necessary
   permissions from third parties to license the licensed materials, and that use of the licensed
   materials by authorized users in accordance with the terms of this agreement shall not
   infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and
   authorized users harmless for any losses, claims, damages, awards, penalties, or injuries
   incurred, including reasonable attorney's fees, which arise from any claim by any third party
   of an alleged infringement of copyright or any other property right arising out of the use of
   the licensed materials by the Licensee or any authorized User in accordance with the terms of
   this agreement. This indemnity shall survive the termination of this agreement. NO
   LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS
   APPLICABLE TO THIS INDEMNIFICATION.

10. Indemnity: The Licensee agrees and undertakes to indemnify and hold harmless the
    Licensor of and from any and all claims, demands, losses, causes of action, damage, lawsuits,
    judgments, including attorneys’ fees and costs, arising out of or relating to the work of the
    Licensee.

11. Force Majeure: Neither party shall be liable in damages or have the right to terminate this
    agreement for any delay or default in performing hereunder if such delay or default is caused


© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                9
   by conditions beyond its control including, but not limited to acts of God, government
   restrictions (including the denial or cancellation of any export or other necessary license),
   wars, insurrections, and/or any other cause beyond the reasonable control of the party whose
   performance is affected.

12. Notices: Any notice provided for or concerning this agreement shall be in writing and shall
    be deemed sufficiently given when sent through certificate or registered mail if sent to the
    respective address of the party as mentioned herein as follows:

   Licensor                            :               ____________________________________

                                                       ____________________________________

                                                       ____________________________________

                                                       ____________________________________



   Licensee                            :               ____________________________________

                                                       ____________________________________

                                                       ____________________________________

                                                       ____________________________________

   Or at such other addresses as may be given from time to time in accordance with the terms of
   this notice provision.

13. Entire Agreement: This agreement constitutes the entire agreement of the parties and
    supersedes all prior communications, understandings and agreements relating to the subject
    matter hereof, whether oral or written.

14. Articles and Other Headings: The paragraph headings used in this agreement are provided
    for convenience of reference only and shall not be used to interpret the provisions of this
    agreement. In the event any provision of this agreement proves to be illegal or
    unenforceable, the remaining provisions of this agreement shall be interpreted as if such
    illegal or unenforceable provision were not a part of this agreement.

15. Attorney’s Fees: in the event that any lawsuit is filed in relation to this agreement, the
    unsuccessful party in the action shall pay to the successful party, in addition to all the sums
    that either party maybe called on to pay, a reasonable sum for the successful party’s attorney
    fees.

16. Governing Law/ Forum: This agreement shall be governed by the laws of the State of
    Georgia, applicable to agreements made and to be wholly performed therein.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                10
17. Survival: The obligations set forth in this agreement shall survive expiration or termination
    of this agreement and shall continue during the term of the agreement and thereafter.

   IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above
   written.

   LICENSOR                                            LICENSEE

   ___________________________                         ____________________________

   Authorized Signature                                Authorized Signature



   ___________________________                         ____________________________

   Printed name and Title                              Printed name and Title




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not              11

				
DOCUMENT INFO
Shared By:
Tags:
Stats:
views:44
posted:12/20/2011
language:English
pages:12
Description: This Option to License Agreement provides an individual or company a time-limited right to obtain a full license agreement by exercising the option. These agreements are typically used in situations where the individual or company needs to conduct further research and development to evaluate the technology prior to entering into a full license agreement. During the option period, the individual or company has an exclusive opportunity to understand the technology and its market potential. At any time during the option period, a formal license can be signed. This document is useful to an individual or company located in Georgia that is interested in acquiring intellectual property rights, but needs additional time to conduct research.
This document is also part of a package Essential Georgia Legal Documents 141 Documents Included