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Non Exclusive Option Agreement Template for Germany

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Key Requirements PROMPT example:

Non Exclusive Option Agreement

"I need a Non-Exclusive Option Agreement governed by German law for a potential technology license, where multiple parties will have the right to exercise the option for our new software platform until March 2025, with an option fee of €50,000 per party."

Document background
This Non-Exclusive Option Agreement is designed for use in situations where a party wishes to grant potential rights or opportunities to multiple parties while maintaining flexibility and control over the underlying assets or rights. The document is structured to comply with German legal requirements, particularly the Civil Code (BGB) and competition laws, making it suitable for both domestic and international transactions subject to German law. It contains comprehensive provisions covering option grant, exercise periods, consideration, and exercise mechanics, while addressing the specific needs of non-exclusive arrangements. This type of agreement is particularly valuable in scenarios involving intellectual property licensing, real estate transactions, corporate acquisitions, or other strategic business opportunities where maintaining optionality with multiple parties is desired.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Terms of the non-exclusive option grant, including scope and nature of the option

5. Option Period: Duration of the option and any extension provisions

6. Option Fee: Details of the consideration paid for the option

7. Exercise of Option: Process and requirements for exercising the option

8. Representations and Warranties: Standard representations and warranties adapted to German law

9. Confidentiality: Provisions regarding confidential information

10. Term and Termination: Duration of the agreement and termination provisions

11. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Due Diligence: Required when the option involves complex assets requiring investigation

2. Competition Compliance: Needed when the option agreement might raise competition law concerns

3. Intellectual Property Rights: Required when the option involves IP rights

4. Tax Provisions: Necessary when the option exercise has significant tax implications

5. Assignment and Sub-licensing: Include when transfer rights are relevant to the transaction

6. Force Majeure: Optional clause for handling unforeseen circumstances

7. Data Protection: Required when personal data processing is involved

8. Insurance: Include when specific insurance requirements are needed

Suggested Schedules

1. Schedule 1 - Subject Matter of the Option: Detailed description of the rights or assets subject to the option

2. Schedule 2 - Option Exercise Notice: Form of notice to be used when exercising the option

3. Schedule 3 - Option Fee Structure: Detailed breakdown of option fees and payment terms

4. Schedule 4 - Due Diligence Requirements: List of due diligence materials and requirements if applicable

5. Schedule 5 - Form of Definitive Agreement: Draft of the agreement to be entered into upon exercise of the option

6. Appendix A - Power of Attorney: If required for option exercise or related actions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Technology

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Relevant Roles

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Chief Executive Officer

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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