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Option to License Agreement

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					This Option to License Agreement is intended for use by an Individual/Company
(Grantor) to grant an option to acquire an exclusive, worldwide license to enforce Patent
Rights and Technology Rights, to the a grantee subject to non-disclosure of confidential
information and in consideration of payment by the Grantee to the Grantor. This
document in its draft form contains standard clauses commonly used in this type of
option. Additional language may be added to allow for customization of this document.
Use this document when wanting to grant or receive an option to acquire an exclusive,
worldwide license to enforce patent rights and technology rights to a grantee subject to
certain conditions.
                                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        principle        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        principle        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:



© Copyright 2012 Docstoc Inc.                                                            2
       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;
     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
              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 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 ________
    ($___) [Instruction: Insert the payment amount E.g., Fifty dollars only ($ 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 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.




© Copyright 2012 Docstoc Inc.                                                              3
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:
     GRANTOR                                    :       ____________________________________
                                                        ____________________________________
                                                        ____________________________________
                                                        ____________________________________
     GRANTEE                                    :       ____________________________________
                                                        ______
				
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Description: This Option to License Agreement is intended for use by an Individual/Company (Grantor) to grant an option to acquire an exclusive, worldwide license to enforce Patent Rights and Technology Rights, to the a grantee subject to non-disclosure of confidential information and in consideration of payment by the Grantee to the Grantor. This document in its draft form contains standard clauses commonly used in this type of option. Additional language may be added to allow for customization of this document. Use this document when wanting to grant or receive an option to acquire an exclusive, worldwide license to enforce patent rights and technology rights to a grantee subject to certain conditions.