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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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