IP evaluation and option agreement—pro-licensor
Produced in partnership with Simon Portman of Marks & Clerk
IP evaluation and option agreement—pro-licensor

The following IP precedent produced in partnership with Simon Portman of Marks & Clerk provides comprehensive and up to date legal information covering:

  • IP evaluation and option agreement—pro-licensor
  • BACKGROUND
  • 1 Definitions and interpretation
  • 2 Conduct of evaluation
  • 3 Exercise of option
  • 4 Confidentiality
  • 5 Intellectual property rights
  • 6 Term and termination
  • 7 Force majeure
  • 8 Dispute resolution
  • More...

This Agreement is made on [insert date]

Parties

  1. 1

    [insert licensor name] [of OR a [company OR partnership OR limited liability partnership OR [incorporated OR constituted OR in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose [registered office OR principal place of business OR is at OR [insert address] (Licensor); and

  1. 2

    [insert licensee name] of OR a company OR partnership OR limited liability partnership] incorporated OR constituted] in [insert jurisdiction, eg England and Wales] whose registered number is [insert company or LLP number] and whose registered office OR principal place of business] is at] [insert address] (Licensee)

(each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties).

BACKGROUND

    1. (A)

      The Licensor owns the Technology IP.

    1. (B)

      The Licensee has agreed to evaluate the Technology IP so that it can decide whether to take a licence of it according to the terms below.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement:

        Affiliate

        1. means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

        Commencement Date

        1. means [the date of this Agreement OR [insert fixed date]];

        Control

        1. [has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more

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