영문 옵션계약서예시(OPTION AGREEMENT)

OPTION AGREEMENT(영문-옵션계약서)

 

This Agreement, made on the _________ day of ___________ by and between ___________ , a company organized and existing under the laws of _____________  ,and having its principal place of business at ____________________________ hereinafter called "___________________ " , and ___________ ____________ , a corporation organized and existing under the laws of ____________________ hereinafter called " _______________________ "

 

WITNESSETH:

WHEREAS, ______________ owns or controls valuable information and data of a confidential nature relating to the manufacture of hereinafter described and referred to as the TECHNOLOGY;

 

WHEREAS, wishes to evaluate the commercial merits thereof in order to decide _____________________ 's possible interest in acquiring either an exclusive license or an non-exclusive license in           under certain patent rights and know-how of _______________ relating to the  ____________________ TECHNOLOGY;

 

WHEREAS, ____________ and ________________ have previously exchanged correspondence concerning licensing terms and conditions in a letter from  _________________ to ___________________ dated      , and from to _____________ dated _________________ ;

 

WHEREAS, representatives of _______________ and held discussions in ______________ beginning     ________________ , and _______________ presented a proposed agreement tilled "Secrecy and License Option Agreement" ;

 

WHEREAS, __________________ wishes to have an exclusive option for a limited period of time to evaluate products prepared from _______________ TECHNOLOGY and ________________ is willing to grant such option.

 

NOW, THEREFORE, in consideration of the premises and undertakings hereinafter set forth, it is agreed as follows:

 

ARTICLE Ⅰ- Definitions

1.1 The term "TECHNOLOGY" shall mean and include all technical information and know-how owned or controlled by on the date of this Option Agreement and which shall acquire prior to the termination of this Option Agreement and which is commercially useful in the facility employing any of the following processes:

(Insert process description)

1.2 The term "PATENT RIGHTS" shall mean any patent or patent application now owned or acquired by which are based on inventions made prior to termination of this Option Agreement to the extent that the claims thereof cover any ______________ TECHNOLOGY.

1.3 The "EFFECTIVE DATE" of this Agreement shall be the date on which the last party hereto shall have signed this Option Agreement(subject to government approval as required).

ARTICLE ll - Grant

2.1 ______________ grants to _____________ an exclusive option exercisable for a period of three(3) months from the EFFECTIVE DATE of this Agreement to acquire either an exclusive license or a nonexclusive license under all or a portion of the processes relating to _______________ TECHNOLOGY and PATENT RIGHTS in the Upon mutual agreement of both __________ and        ______________ the three(3) months period for exercising this option may be extended by one(1) additional month, and such request for an extension shall not be unreasonably withheld.

2.2 If ___________ elects to exercise its option in paragraph 2.1, _____________ will give written notice to ___________ , thereafter, the option period shall be extended for an additional two(2) months period from the options's normal expiration date, and during this two(2) months period the parties will engage in discussions to develop a new contract defining the business arrangement between the parties.

 

Article Ⅲ - General

For the rights and options granted herein, ____________ shall pay _________ the sum of      ($______ ) on the EFFECTIVE DATE of this Agreement. If _________ exercises the aforementioned option to obtain a license under all ora portion of _________________ TECHNOLOGY and PATENT RIGHTS, the entire payment made under this paragraph shall be credited toward any sum required to be paid by ______________ to _________________ in a final contract defining the business arrangement between the parties.

 

ARTICLE IV - GENERAL

4.1 No right or license is granted to __________________________ under any present or future  _________ TECHNOLOGY and PATENT RIGHTS under the terms of this Option Agreement, except that ____________ may evaluate products produced from _______________ TECHNOLOGY.

4.2 Notices hereunder shall be provided by airmail, cablegram, or radio gram to the party to be notified, at its address set forth herein below or at such other address as it shall have preciously designated in writing to the other party.  ________________________

4.3 This Agreement shall be construed in accordance with and governed by the laws of ___________ .

4.4 Any final agreement between the parties shall also contain conventional licensing provisions, including provisions relating to process guarantees, that are mutually agreed to by the parties.

IN WITNESS WHEREOF, the parries hereto have caused this Agreement to be executed _________ by their duly authorized officers as of the day and year first above written.

ATTEST : __________________________

By _________________________

Name : _____________________

Title : ______________________

 

ATTEST : __________________________

By _________________________

Name : _____________________

Title : ______________________

[EXHIBIT A]

 

HEADS Of AGREEMENT FOR LICENSING ____________ TECHNOLOGY TO ________________

 

1. Definitions

(A) The term " ______________ TECHNOLOGY" shall mean (see OPTION AND DISCLOSURE AGREEMENT for definition).

(B) The term "TECHNICAL INFORMATION " shall mean all know-how of ___________ developed or acquired as of the date of the License Agreement which, within the knowledge and experience of      ___________ ,would be useful in the commercial operation and maintenance of a plant employing any of the _____________ TECHNOLOGY, The TECHNICAL INFORMATION which _____________ shall supply to_______________ shall include sufficient basic design and process information to enable  ______________ to

(C) The term "PATENT RIGHTS" shall mean any ________ patent or patent application now owned or controlled by ______________ which are based on inventions made as of the date of the License Agreement to the extent that any of the claims thereof cover any  _______________ TECHNOLOGY.

(D) "IMPROVEMENTS" shall mean advances in technology made by either party after the EFFECTIVE DATE which, in the option of the originating party, are not subject to valid and enforceable patent protection in ________________ or the LICENSED TERRITORY, and which advances are held and treated as confidential information by the originating party.

(E) "DEVELOPMENTS" shall mean advances in technology made by either party after the EFFECTIVE DATE which, in the option of the originating party, are subject to valid and enforceable patent protection in ______________ or the LICENSED TERRITORY, and for which the originating party(or the other party hereto with the approval of the originating party) seeks patent protection in those areas.

(F) "EFFECTIVE DATE " shall mean(see OPTION AND DISCLOSURE AGREEMENT for definition).

 

2. GRANT

(A) _________ will grant to ____________ an exclusive license for a period of one(1) year from the date of the License Agreement under PATENT RIGHTS and TECHNICAL INFORMATION of        to produce, sell and use the Licensed products in the licensed territory ________________ shall not be restricted to the sales or use of the Licensed products in the licensed territory by any end use patents, covering manufactured products, owned by ____________ and shall have the right of export thereof anywhere in the world. However, with respect to export rights outside the licensed territory for products produced using the   __________ PROCESS OR _________________ PROCESS, ________________ will not export to any country where _______________ has unexpired patent rights covering any such products. A listing of such countries will be provided by _______________.

(B) _____________ and ____________ recognize that there is no present commercial market in the United States for products produced by the __________ PROCESS and _____________ PROCESS so that market development efforts, including customer feedback information, are required to enable       __________ to assess the potential United States market. Therefore, with respect to the __________ PROCESS and __________ PROCESS, the one year exclusive license period under paragraph (A) above shall, upon the sole election of , be extended upon request by __________ for an additional period of six(6) months.

(C) Upon expiration of the one year exclusive license period stated in paragraph (A) above and any extension thereof with respect to the __________ and PROCESSES in paragraph (B) above, the exclusive license granted therein shall revert to a non-exclusive license, the scope of which shall be subject to the payment terms in paragraph 4.3. Grant back

 

IMPROVEMENTS in the __________ PROCESS and __________ PROCESS shall be mutually exchanged on a royalty-free basis for a period of six(6)years from the date of the License Agreement. Concerning DEVELOPMENTS in the __________ PROCESS and the __________ PROCESS, the origination party shall promptly inform the non-originating party of the filing of a patent application thereon and the non-originating party shall have aright to acquire a nonexclusive license (           in __________ and __________ in the licensed territory) at terms to be mutually agreed upon.

4. License Payment

(A) Lump Sum payment: _______________________ ($ ____________ ) payable according to the following schedule:

(i) ______________________  ($ __________ )  to be paid by __________ to__________ to within one(1) month after the EFFECTIVE DATE of the License Agreement.

(ii) Subject to the conditions of this sub-paragraph ( ii ), __________ ($ __________ ) to be paid by    __________ to __________ one(1) year after the EFFECTIVE DATE of the License Agreement. In the event elects to extend the license for PROCESS and __________ PROCESS as provided for . under paragraph 2 (B) above, the payment under. this sub-paragraph ( ii ) may be deferred upon request by  __________ for up to an additional six(6) months period. At any time within eighteen(18) months from the EFFECTIVE DATE of the License Agreement __________ may elect to terminate the license granted to__________ under paragraph (2) with respect to the__________ PROCESS and PROCESS. Any such termination shall also terminate the license granted __________ under paragraph and cancel the obligation of __________  to make any payment to under this subparagraph ( ii ).

(B) Running Royalty: (If any)

(C) Sums previously paid under the OPTION AGREEMENT of __________ and the OPTION AND DISCLOSURE AGREEMENT shall be considered to be a prepayment of a portion of the total payment to be paid by __________ to __________ , but shall not be creditable against any payment due hereunder

5. Confidentiality

(See OPTION AND DISCLOSURE AGREEMENT for definition).

6. Services by

(A) Visits by __________ at the request of __________ (See OPTION and DISCLOSURE AGREEMENT for definition).

(B) Production of products by __________ at the request for __________ (See OPTION and DISCLOSURE AGREEMENT for definition)

(C) In case so ____________ desires, ____________  is willing to provide certain basic engineering services and assistance for the design and construction of a new ____________  plant or a major modification of an existing ____________  plant under a separate contract at a fee and for a scope to be mutually agreed upon.

7. Guarantees

(A) Process Guarantees:

 

____________ warrants that the TECHNICAL INFORMATION transmitted to ____________ will enable  ____________ to produce products using the ____________ PROCESS ____________ PROCESS and       ____________  PROCESS of substantially the same quality and physical characteristics as are produced by ____________ in its plant in ____________ . If following the directions, assistance and advice of     ____________ , ____________ is unable to achieve the afore mentioned results within a reasonable time(such time to be mutually agreed to between the parties), then after such time shall, at its own expense, consult with ____________ and use its best efforts to enable ____________ to achieve the aforementioned results.

(B) Patent Indemnification:

(Should be avoided)

8. Term

The License Agreement shall commence as of the EFFECTIVE DATE and shall expire on the tenth anniversary thereof except to the extent that running royalty payments are required under Article 4(C)( iii ), Thereafter, _______________ . shall have a paid-up, royalty-free license under ____________ TECHNICAL INFORMATION and PATENT RIGHTS.

9. The License Agreement between the parties shall also contain conventional licensing provisions, including a most favored licensee provision, that are mutually agreed to by the parties.