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Right Of First Refusal License Agreement
"I need a Right of First Refusal License Agreement for a software patent, where our Singapore-based tech company wants first rights to license the technology from the patent holder for a period of 5 years starting January 2025, with specific provisions for valuation based on market rates."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Right of First Refusal: Core terms of the ROFR and conditions for exercise
5. Notice Requirements: Procedures for notification and exercise of ROFR
6. Duration and Term: Period for which the ROFR remains valid
7. Consideration: Payment or other consideration for the ROFR
8. Governing Law: Specification of Singapore law as governing law
1. Confidentiality: Protection of confidential information shared between parties during the course of the agreement
2. Assignment: Terms governing the transfer or assignment of ROFR rights to third parties
3. Dispute Resolution: Procedures for resolving disputes including mediation, arbitration, or litigation options
1. Schedule 1 - Licensed Property: Detailed description of the property or rights subject to the Right of First Refusal
2. Schedule 2 - Pricing Mechanism: Detailed methodology for determining the price when ROFR is exercised
3. Schedule 3 - Notice Forms: Template forms for various notices required under the agreement
Authors
Applicable Laws
Business Day
Commencement Date
Confidential Information
Exercise Notice
Exercise Period
Fair Market Value
Initial Term
License
Licensed Property
Licensed Rights
Licensee
Licensor
Notice
Offer Notice
Parties
ROFR
ROFR Period
Relevant Territory
Renewal Term
Third Party Offer
Transfer
Trigger Event
Valuation Process
Exercise Mechanism
Notice Requirements
Duration and Term
Consideration
Confidentiality
Representations and Warranties
License Terms
Transfer Restrictions
Valuation Process
Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Waiver
Notices
Costs and Expenses
Further Assurance
Counterparts
Third Party Rights
Time of Essence
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