영문 옵션계약서(OPTION AGREEMENT)

OPTION AGREEMENT

 

 

 

 

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. Grantback

 

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 ma;or 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.