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:



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       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.




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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                                    :       ____________________________________
                                                        ____________________________________
                                                        ____________________________________
                                                        ____________________________________
     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 ventures, 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



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     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
     _________________, 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
     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, the Grantor and the Grantee
have executed this Agreement below.

[Instruction: Insert name and address of Grantor]


By      : ________________________
Title   : ________________________


[Instruction: Insert name and address of Grantee]


By      : ________________________
Title   : ________________________




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                                        EXHIBIT A.

                                PATENT RIGHTS & TECHNOLOGY




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                                            EXHIBIT B

                                   LICENSE AGREEMENT



This agreement is made and executed on _____ day __________[Month], 20__ between
_____________________(“Licensor”) an individual/Corporate doing business at ___________
_______________________ [Instruction: Insert the address of the Licensor] in the State of
_____________ [Instruction: Insert the name of the State] and _______________________
(“Licensee”) an individual/Corporate 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: Licensor hereby grants 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 _________________________________________________________________




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         _________________________________________________________________.
         [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 _________________________________________________________________
         ___________________________________________________________________.
     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 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   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 _____________________________________


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    U.S. Dollars, $ ____________ [Instruction: Insert the periodical (monthly/yearly)
    amount to be paid at every month/year] shall be paid every month/year till the entire term
    of this agreement.


6. Confidential Information:
    a) 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:
     vi.       is not disclosed in writing or reduced to writing and so marked with an appropriate
               confidentiality legend within ______ (__) [◊ thirty (30)] days of disclosure;
    vii.       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;
   viii.       is or later becomes published through no fault of the recipient party;
     ix.       is lawfully acquired from a third party having no obligations of confidentiality to the
               disclosing party;
      x.       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.




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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: 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: Licensee agrees and undertakes to indemnify and hold harmless 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 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
    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),



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    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.




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


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 2012 Docstoc Inc.                                                         12

				
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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.