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Option Agreement Intellectual Property Template for Nigeria

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Key Requirements PROMPT example:

Option Agreement Intellectual Property

"I need an Option Agreement Intellectual Property for a Nigerian software company granting a 6-month option to a tech startup to purchase rights to our AI algorithm platform, with the option period starting March 1, 2025, and including provisions for technical due diligence and confidentiality protection."

Document background
The Option Agreement Intellectual Property is a crucial document used in Nigerian business transactions where parties wish to establish a formal right to acquire or license intellectual property without immediate commitment to the full transaction. This type of agreement is particularly relevant when the potential purchaser needs time to evaluate the IP's value, conduct due diligence, or secure funding. The document must comply with Nigerian IP laws and regulations, including requirements for technology transfer agreements under NOTAP where foreign parties are involved. It typically includes detailed descriptions of the IP rights, option exercise mechanisms, pricing structures, and conditions precedent to exercise. The agreement provides protection for both the IP owner and the option holder during the option period while maintaining confidentiality of sensitive information.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the agreement, description of the IP rights involved, and parties' intentions

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

4. Grant of Option: Clear statement of the option rights being granted, including exclusivity status

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

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

7. Exercise of Option: Mechanism and process for exercising the option

8. IP Rights Protection: Provisions for maintaining and protecting the IP during the option period

9. Representations and Warranties: Standard warranties regarding ownership, right to grant option, and IP validity

10. Confidentiality: Provisions protecting confidential information exchanged during the option period

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

Optional Sections

1. Due Diligence Rights: Rights to conduct due diligence on the IP - include when complex IP rights are involved

2. Development Obligations: Obligations regarding continued development of the IP during option period - include for in-development IP

3. Right of First Refusal: Additional rights to match third party offers - include when negotiating with multiple potential buyers

4. Competition Compliance: Specific provisions ensuring compliance with competition laws - include for high-value or market-sensitive IP

5. Tax Provisions: Specific tax treatment and obligations - include for high-value transactions

6. Registration Requirements: NOTAP registration requirements - include when foreign technology transfer is involved

Suggested Schedules

1. Schedule 1 - IP Rights Description: Detailed description of the intellectual property rights covered by the option

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

3. Schedule 3 - Purchase Agreement: Form of the final purchase/license agreement to be executed upon exercise of option

4. Schedule 4 - IP Documentation: List of all relevant IP certificates, registrations, and supporting documentation

5. Schedule 5 - Existing Licenses: Details of any existing licenses or encumbrances on the IP

6. Appendix A - Due Diligence Requirements: List of due diligence materials to be provided during option period

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Relevant Industries

Technology

Pharmaceuticals

Manufacturing

Software Development

Entertainment

Media

Biotechnology

Research and Development

Education

Creative Industries

Telecommunications

Energy

Healthcare

Financial Services

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Innovation

Commercial

Executive Leadership

Technology Transfer

Corporate Development

Mergers and Acquisitions

Patent Administration

Licensing

Relevant Roles

Legal Counsel

Intellectual Property Manager

Chief Technology Officer

Research Director

Business Development Manager

Innovation Manager

Commercial Director

Chief Executive Officer

Technology Transfer Officer

Patent Attorney

Licensing Manager

Head of Research and Development

Chief Legal Officer

Investment Manager

Corporate Development Manager

Industries








Teams

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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