The License Option Agreement is commonly used in Singapore when parties need a formal framework to evaluate intellectual property before committing to a full license. This document provides potential licensees with a secure period to assess the IP's value and conduct due diligence, while protecting the licensor's interests. Under Singapore law, this agreement typically includes option terms, exercise conditions, fees, confidentiality provisions, and often attaches the proposed license agreement that would take effect upon exercise. It's particularly relevant in technology transfers, R&D collaborations, and commercial IP transactions.
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Key Requirements PROMPT example:
License Option Agreement
"I need a License Option Agreement for a software technology patent, giving the potential licensee 6 months from March 2025 to evaluate the technology, with strict confidentiality provisions and the option fee set at SGD 50,000."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of the intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and exercise conditions
5. Exercise of Option: Process and requirements for exercising the option
6. Option Fee: Payment terms for the option
7. Term and Termination: Duration of the agreement and termination provisions
1. Due Diligence: Right to conduct IP due diligence during option period - include when detailed IP examination is required before exercise
2. Confidentiality: Protection of confidential information exchanged - include when sensitive information will be shared
3. Escrow Arrangements: Terms for holding source code or other materials in escrow - include for software or technology licenses
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property covered
2. Schedule 2 - Option Exercise Notice: Form of notice to exercise the option
3. Schedule 3 - Form of License Agreement: Draft of the full license agreement to be entered upon exercise
4. Schedule 4 - Due Diligence Requirements: List of materials and information to be provided for due diligence
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