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Right Of First Refusal License Agreement Template for United States

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Key Requirements PROMPT example:

Right Of First Refusal License Agreement

"I need a Right of First Refusal License Agreement for a software patent licensing deal between a US-based tech startup and a multinational corporation, with the ROFR covering future improvements and related technologies in the AI and machine learning space."

What is a Right Of First Refusal License Agreement?

The Right of First Refusal License Agreement is a sophisticated legal instrument used when an IP owner wants to license their intellectual property while maintaining strategic control over future licensing or rights expansion. This document type is particularly valuable in scenarios where emerging technologies or market developments might increase the value or scope of the licensed rights. Under United States jurisdiction, it combines elements of traditional licensing with ROFR provisions, providing the licensee with both current usage rights and priority position for future opportunities. The agreement typically includes detailed mechanisms for valuation, notice requirements, and exercise procedures, while ensuring compliance with federal IP laws and state-specific contract requirements. It's commonly used in technology transfers, research commercialization, and strategic business partnerships where future market developments might necessitate rights expansion.

What sections should be included in a Right Of First Refusal License Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and overview of the licensed rights

3. Definitions: Defined terms used throughout the agreement, including specific technical or legal terms

4. Grant of License: Scope of the license granted, including any territorial or field-of-use limitations

5. Right of First Refusal: Core ROFR provisions, including trigger events, notification requirements, and exercise process

6. Exercise Period and Process: Timeframes and procedures for exercising the ROFR, including pricing mechanisms

7. Payment Terms: Financial terms, including license fees, royalties, and payment schedules

8. Representations and Warranties: Standard warranties regarding ownership, authority to license, and non-infringement

9. Term and Termination: Duration of the agreement and circumstances allowing termination

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Right Of First Refusal License Agreement?

1. Quality Control: Required for trademark licenses to maintain quality standards of licensed products

2. Improvement Rights: Provisions regarding rights to improvements or modifications of licensed technology

3. Regulatory Compliance: Needed for regulated industries or products requiring specific compliance measures

4. Source Code Escrow: For software licenses, establishing escrow arrangements for source code

5. Export Control: Required when licensed rights involve international transfer of technology

6. Sublicensing Rights: Include when sublicensing is permitted under specific conditions

7. Performance Obligations: Specific requirements for commercialization or development of licensed rights

8. Change of Control: Special provisions triggered by change in ownership of either party

What schedules should be included in a Right Of First Refusal License Agreement?

1. Schedule A - Licensed Rights: Detailed description of intellectual property covered by the license

2. Schedule B - Territory: Detailed description of geographic territories where rights may be exercised

3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties or other payments

4. Schedule D - ROFR Procedures: Step-by-step procedures for ROFR notices and exercise

5. Schedule E - Technical Specifications: Technical details of licensed technology or products

6. Appendix 1 - Form of ROFR Notice: Template for formal notification of ROFR trigger events

7. Appendix 2 - Form of Exercise Notice: Template for exercising ROFR rights

8. Appendix 3 - Competitor List: If applicable, list of competitors excluded from receiving licenses

Authors

Alex Denne

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

Relevant legal definitions
















































Clauses






























Relevant Industries

Technology & Software

Biotechnology

Pharmaceuticals

Manufacturing

Media & Entertainment

Telecommunications

Research & Development

Healthcare

Automotive

Consumer Electronics

Energy & Utilities

Aerospace & Defense

Relevant Teams

Legal

Intellectual Property

Business Development

Research & Development

Corporate Strategy

Technology Transfer

Commercial Operations

Mergers & Acquisitions

Innovation

Compliance

Executive Leadership

Relevant Roles

Chief Technology Officer

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Business Development Director

Patent Attorney

Technology Transfer Officer

General Counsel

Innovation Director

Research & Development Director

Commercial Director

Strategic Partnerships Manager

IP Portfolio Manager

Chief Executive Officer

Vice President of Legal Affairs

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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