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First Refusal Agreement
"Need a First Refusal Agreement under Singapore law for my tech startup's IP assets, giving our main investor priority rights to purchase if we decide to sell any patents or software rights in the future."
1. Parties: Identifies and defines the parties to the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used tHRoughout the agreement
4. Grant of Right of First Refusal: Core provision establishing the right of first refusal
5. Notice Requirements: Procedures for notification when the right is triggered
6. Exercise Period: Timeframe within which the right must be exercised
7. Price and Payment Terms: How price will be determined and payment made
8. Term and Termination: Duration of the agreement and termination provisions
9. Governing Law: Specifies Singapore law as governing law
1. Asset Description: Detailed description of the subject matter - used when the right relates to specific assets
2. Valuation Mechanism: Process for determining fair market value - used when price isn't pre-determined
3. Assignment: Rights to transfer the agreement to other parties - used when transfer rights are important
4. Confidentiality: Provisions protecting sensitive information - used when confidential information is involved
1. Asset Schedule: Detailed description of assets subject to the right
2. Form of Notice: Template for triggering notice
3. Pricing Formula: If applicable, formula for determining price
4. Related Agreements: Any existing agreements referenced
Authors
Assets
Business Day
Commencement Date
Completion
Confidential Information
Consideration
Effective Date
Exercise Notice
Exercise Period
Fair Market Value
First Refusal Notice
First Refusal Right
Grantor
Grantee
Material Adverse Change
Offer Notice
Offer Period
Parties
Permitted Transferee
Purchase Price
Related Entities
Subject Matter
Term
Third Party Offer
Transaction
Transfer
Trigger Event
Valuation Date
Working Days
Grant of Right
Scope of Right
Notice Requirements
Exercise Procedure
Pricing Mechanism
Payment Terms
Conditions Precedent
Completion Requirements
Term and Duration
Termination Rights
Transfer Restrictions
Confidentiality
Non-circumvention
Assignment
Representations and Warranties
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Third Party Rights
Counterparts
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