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The Option Agreement Intellectual Property is a crucial document used in Canadian business transactions where parties wish to establish a framework for the potential future transfer of intellectual property rights. This agreement type is particularly valuable in scenarios such as technology company acquisitions, research commercialization, startup funding rounds, or joint venture negotiations. It provides the option holder with exclusive rights to acquire specific IP within a defined period while protecting the IP owner's interests during the option period. The document must comply with Canadian federal IP laws and provincial contract law principles, and typically includes comprehensive provisions regarding option exercise procedures, valuation mechanisms, due diligence rights, and confidentiality obligations. This agreement type is especially relevant in industries with significant IP assets or in situations where parties need time to evaluate IP value before committing to a full purchase.

1. Parties: Identification of the option grantor (IP owner) and option holder, including full legal names and addresses

2. Background: Context of the agreement, description of the IP being optioned, and the parties' intentions

3. Definitions: Definitions of key terms including 'Intellectual Property', 'Option Period', 'Exercise Price', 'Exercise Notice', etc.

4. Grant of Option: Express grant of the option, specifying exact rights being offered for purchase

5. Option Period: Duration of the option, including start date and expiration date

6. Exercise of Option: Mechanism and requirements for exercising the option, including notice requirements and payment terms

7. Option Fee: Amount and payment terms for the initial option fee, including whether it's credited against the exercise price

8. Exercise Price: Purchase price for the IP if option is exercised, or mechanism for determining the price

9. Rights and Obligations During Option Period: Parties' respective rights and obligations while option is pending, including IP protection and maintenance

10. Representations and Warranties: Warranties regarding IP ownership, validity, non-infringement, and authority to enter agreement

11. Confidentiality: Obligations regarding confidential information exchanged during the option period

12. Assignment: Restrictions on transfer of option rights or underlying IP during option period

13. Termination: Circumstances allowing early termination and consequences

14. General Provisions: Standard boilerplate including governing law, notices, entire agreement, etc.