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.
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let tiktok成人版's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
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
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
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
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
Find the exact document you need
Video Licence Agreement
A U.S.-governed agreement establishing terms for video content licensing, including usage rights, restrictions, and commercial terms.
find out more
Licensor Licensee Agreement
US-governed agreement establishing terms for intellectual property licensing between a licensor and licensee, including usage rights, obligations, and commercial terms.
find out more
Licence Purchase Agreement
A US-governed agreement establishing terms for the purchase and use of licensed intellectual property, software, or technology between a licensor and licensee.
find out more
Trade Secret Licence Agreement
A US-law governed agreement allowing controlled sharing of trade secrets while maintaining their confidential status and legal protection.
find out more
Beat Licence Agreement
A US-governed agreement that licenses a musical beat from a producer to a user, establishing usage rights and commercial terms under American copyright law.
find out more
Master Use Licence Agreement
A U.S.-governed agreement granting rights to use copyrighted sound recordings, establishing usage terms, payment conditions, and territorial restrictions.
find out more
NDA Non Circumvent
A U.S.-governed agreement protecting confidential information and preventing parties from bypassing each other in business dealings.
find out more
Licence And Service Agreement
U.S.-governed agreement combining software licensing terms with service delivery provisions, including usage rights, service levels, and commercial terms.
find out more
Open Source Licence Agreement
US-governed legal agreement defining terms for open source software distribution, modification, and use, including rights, protections, and obligations for all parties.
find out more
Product Licence Agreement
A US-governed agreement establishing terms for product usage rights between a licensor and licensee, including license scope, fees, and obligations.
find out more
Technology Licence Agreement
US-governed agreement establishing terms for technology licensing between owner and user, including rights, obligations, and regulatory compliance.
find out more
Saas Licence Agreement
US-governed agreement establishing terms for cloud-based software service delivery, including access rights, usage terms, and compliance requirements.
find out more
Sync Licence Agreement
A U.S.-governed agreement granting rights to synchronize music with visual media, establishing usage terms and compensation under federal copyright and state contract laws.
find out more
Database Licence Agreement
A U.S.-governed agreement establishing terms for database access and usage rights between a licensor and licensee, including data protection and intellectual property provisions.
find out more
Boilerplate Software Licence Agreement
A U.S.-governed agreement establishing terms and conditions for software licensing, usage, and distribution between software providers and their customers.
find out more
Ip Licence Agreement
A U.S.-governed agreement establishing terms for licensing intellectual property rights between a licensor and licensee, including scope, payment, and protection provisions.
find out more
Software License Term Sheet
A U.S.-governed preliminary document outlining key terms and conditions for software licensing arrangements.
find out more
Indefinite Term Employment Agreement
A U.S.-compliant agreement establishing an ongoing employment relationship without a fixed end date.
find out more
Agreement To Complete A Job
A U.S.-compliant contract defining terms and conditions for completing a specific job between a contractor and client.
find out more
EULA App
A U.S.-governed legal agreement defining terms and conditions between app developers and users for mobile application usage.
find out more
Pilot Employment Agreement
A U.S.-governed agreement establishing employment terms between an aviation operator and pilot, compliant with FAA regulations and labor laws.
find out more
Nurse Practitioner Employment Agreement
A U.S.-governed employment agreement defining the terms and conditions of a Nurse Practitioner's employment with a healthcare facility.
find out more
Master Licence Agreement
A US-governed framework agreement establishing terms for licensing intellectual property, technology, or other proprietary assets between parties.
find out more
Single Use Software License
A U.S.-governed agreement granting limited rights to use specific software under defined terms and conditions.
find out more
Non Transferable Software License
A U.S.-governed agreement granting non-transferable rights to use specific software, with defined usage limitations and restrictions.
find out more
Erp Software Agreement
A U.S.-governed agreement establishing terms for ERP software licensing, implementation, and maintenance services.
find out more
Pre Employment Training Agreement
A U.S.-compliant agreement establishing terms for employer-provided training and subsequent employment obligations.
find out more
Restaurant Employment Agreement
A US-compliant employment agreement specifically designed for restaurant industry workers, establishing terms of employment and ensuring regulatory compliance.
find out more
Simple Work For Hire Agreement
A US-governed contract establishing ownership rights for commissioned works under Copyright Act provisions.
find out more
General Counsel Employment Agreement
A U.S.-governed employment agreement defining terms and conditions for a General Counsel position, including duties, compensation, and professional obligations.
find out more
Brand Name License Agreement
A U.S.-governed agreement allowing controlled use of a brand name and related intellectual property by authorized parties under specific terms and conditions.
find out more
Licensee And Licensor Agreement
A U.S.-governed agreement establishing terms and conditions for the licensed use of intellectual property between a licensor and licensee.
find out more
Software Evaluation License Agreement
A U.S.-governed agreement that allows temporary use of software for evaluation purposes under specific terms and conditions.
find out more
Simple Software License
A U.S.-governed agreement establishing terms for software usage rights and limitations between providers and users.
find out more
Non Exclusive Software License
A U.S.-governed agreement granting non-exclusive rights to use software while protecting the licensor's intellectual property rights.
find out more
One Year Agreement Letter For Job
A U.S.-compliant fixed-term employment agreement establishing a one-year employment relationship with specified terms and conditions.
find out more
Amended And Restated Employment Agreement
A U.S. legal document that updates and consolidates existing employment terms into a single, comprehensive agreement.
find out more
Truck Driver Employment Agreement
A US-compliant employment agreement for commercial truck drivers, incorporating DOT and FMCSA regulations.
find out more
Security Non Disclosure Agreement
A U.S.-governed agreement protecting security-sensitive information shared between parties, including security protocols and infrastructure details.
find out more
Per Diem Employment Agreement
A U.S.-compliant employment agreement establishing terms for daily-rate workers, including compensation and work conditions.
find out more
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)