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Non Exclusive Option Agreement Template for England and Wales

A Non-Exclusive Option Agreement under English and Welsh law is a legally binding contract that grants one party the right, but not the obligation, to enter into a specific transaction or arrangement with another party, while allowing the grantor to offer similar rights to others. The agreement sets out the terms, conditions, and timeframe within which the option can be exercised, along with any consideration payable. It provides flexibility while maintaining legal certainty under the jurisdiction of England and Wales.

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What is a Non Exclusive Option Agreement?

A Non-Exclusive Option Agreement is commonly used when parties wish to establish future rights without immediate commitment, while maintaining flexibility for additional arrangements with others. This document, governed by English and Welsh law, typically includes detailed terms about the option's scope, exercise period, consideration, and conditions precedent. It's particularly valuable in commercial scenarios where exclusive rights are not required or desired, such as multiple distribution arrangements or licensing opportunities. The agreement provides a structured framework for managing potential future transactions while protecting both parties' interests under English law.

What sections should be included in a Non Exclusive Option Agreement?

1. Parties: Identification and details of all contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of Option: Terms of the option, including scope and non-exclusive nature

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

6. Exercise of Option: Process and requirements for exercising the option

7. Consideration: Payment terms for the option and exercise price

8. Governing Law: Specification of English and Welsh law as governing law

What sections are optional to include in a Non Exclusive Option Agreement?

1. IP Rights: Required if intellectual property is involved in the option

2. Confidentiality: Provisions protecting confidential information

3. Assignment: Rights to transfer the option to third parties

4. Due Diligence: Information access and verification rights

What schedules should be included in a Non Exclusive Option Agreement?

1. Schedule 1: Subject Matter: Detailed description of what the option relates to

2. Schedule 2: Option Exercise Notice: Template form for exercising the option

3. Schedule 3: Pricing Structure: Detailed pricing arrangements if complex

4. Schedule 4: Due Diligence Requirements: List of required documentation and verification processes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Option Agreement

Cost

Free to use

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