The Right of First Refusal License Agreement is a strategic document used in Australian business contexts where a party wishes to grant immediate license rights while also securing preferential treatment for future licensing opportunities. This document is particularly valuable in technology transfers, intellectual property licensing, and commercial partnerships where the licensee wants to protect their interests in potential future developments or expanded rights. The agreement must comply with Australian competition law and intellectual property regulations, making it suitable for both domestic and international business relationships subject to Australian jurisdiction. It typically includes detailed provisions on trigger events, notice periods, pricing mechanisms, and exercise procedures for the right of first refusal, along with standard licensing terms and conditions.
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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Explains the context of the agreement, including the nature of the licensed property and the purpose of the right of first refusal
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Details the scope and nature of the license being granted
5. Right of First Refusal: Specifies the terms and conditions of the right of first refusal, including trigger events and exercise process
6. Exercise Process: Detailed procedures for how the right of first refusal can be exercised, including timeframes and notice requirements
7. License Fee and Payment Terms: Specifies all financial terms including initial fees, royalties, and payment schedules
8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
9. Representations and Warranties: Legal assurances provided by both parties
10. Confidentiality: Provisions protecting confidential information exchanged under the agreement
11. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Quality Control: Required when the license involves trademarks or branded products requiring quality standards
2. Territory Restrictions: Include when the license is limited to specific geographic regions
3. Sublicensing Rights: Include when the licensee may be permitted to sublicense the rights
4. Performance Obligations: Include when the licensee must meet specific performance targets
5. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
6. Dispute Resolution: Include when parties want specific dispute resolution procedures beyond court litigation
7. Change of Control: Include when the agreement should address changes in ownership of either party
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property or assets covered by the license
2. Schedule 2 - License Fee Structure: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Exercise Notice Form: Template form for exercising the right of first refusal
4. Schedule 4 - Territory Definition: Detailed description of geographic territories if applicable
5. Appendix A - Technical Specifications: Technical details of licensed property if applicable
6. Appendix B - Quality Control Standards: Detailed quality control requirements if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Biotechnology
Pharmaceuticals
Manufacturing
Media and Entertainment
Telecommunications
Research and Development
Consumer Products
Education
Healthcare
Automotive
Energy
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Commercial Operations
Licensing
Corporate Development
Innovation
Technology Transfer
Contract Administration
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Chief Technology Officer
Research Director
Commercial Manager
Contract Manager
Chief Legal Officer
IP Strategist
Technology Transfer Officer
Innovation Manager
General Counsel
Patent Attorney
Corporate Development Executive
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