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Right Of First Refusal License Agreement
"I need a Right of First Refusal License Agreement under German law for our AI software technology, giving our strategic partner in Bavaria exclusive first rights to license any new algorithms we develop through January 2025, with specific focus on automotive applications."
1. Parties: Identification and details of the contracting parties (Licensor and Licensee)
2. Background: Context of the agreement and brief description of the subject matter
3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Territory, and Field of Use
4. Grant of Right of First Refusal: Core provision establishing the right of first refusal, including scope and conditions
5. Notification Process: Procedure for Licensor to notify Licensee of third-party offers and timing requirements
6. Exercise of Right: Process and timeframe for Licensee to exercise the right of first refusal
7. License Terms: Terms that will apply if the right of first refusal is exercised, including scope of license, territory, and field of use
8. Financial Terms: Payment obligations, including matching third-party offers and payment terms
9. Duration and Termination: Term of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged during the process
11. Representations and Warranties: Standard warranties regarding authority, ownership, and non-infringement
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Competition Law Compliance: Specific provisions ensuring compliance with German and EU competition laws, required if the agreement could have market impact
2. Assignment and Sub-licensing: Terms regarding transfer of rights, needed if parties want to allow or restrict these options
3. Quality Control: Required for trademark or brand-related licenses to maintain quality standards
4. Improvement Rights: Provisions dealing with improvements or modifications to the licensed rights, relevant for technology licenses
5. Export Control: Required if the licensed rights are subject to export control regulations
6. Data Protection: Required if personal data processing is involved in the agreement
7. Force Majeure: Optional clause dealing with extraordinary circumstances affecting performance
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property or rights subject to the right of first refusal
2. Schedule 2 - Notification Form: Template for the formal notification of third-party offers
3. Schedule 3 - License Terms: Detailed terms that will apply if the right of first refusal is exercised
4. Schedule 4 - Territory Definition: Detailed description of the geographic scope of the agreement
5. Appendix A - Communication Protocol: Procedures and contact details for notifications and communications
6. Appendix B - Competing Rights: List of any existing rights or licenses that might affect the right of first refusal
Authors
Licensed Rights
Right of First Refusal
Notification
Matching Period
Third Party Offer
Exercise Notice
Licensed Products
Licensed Technology
Technical Information
Know-How
Intellectual Property Rights
Patents
Territory
Field of Use
Effective Date
Confidential Information
Affiliate
Business Day
License Fee
Matching Terms
Offer Period
Commercial Terms
Technical Documentation
Implementation Period
Acceptance Notice
Rejection Notice
Licensed Marks
Improvements
Quality Standards
Regulatory Approvals
License Agreement
Competing Offer
Material Terms
Consideration
Grant of Right
Notification Process
Exercise of Rights
License Terms
Intellectual Property Rights
Payment Terms
Confidentiality
Warranties and Representations
Duration and Termination
Assignment
Force Majeure
Competition Law Compliance
Quality Control
Regulatory Compliance
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Notices
Third Party Rights
Data Protection
Export Control
Non-Competition
Audit Rights
Liability
Insurance
Indemnification
Records and Reports
Sub-licensing
Territory Restrictions
Performance Obligations
Technology Transfer
Implementation
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research & Development
Telecommunications
Media & Entertainment
Automotive
Consumer Electronics
Chemical Industry
Industrial Technology
Healthcare
Energy
Legal
Intellectual Property
Business Development
Research and Development
Commercial
Technology Transfer
Innovation
Corporate Development
Licensing
Patents
Executive Leadership
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research Director
Patent Attorney
Commercial Director
Chief Legal Officer
Innovation Manager
Technology Transfer Officer
Contract Manager
Head of R&D
Chief Executive Officer
Intellectual Property Counsel
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