The Right of First Refusal License Agreement is a strategic legal instrument used in South African business transactions where a rights holder wishes to grant preferential licensing rights to a specific party while maintaining control over their intellectual property or commercial rights. This document is particularly valuable in scenarios involving technology transfers, intellectual property licensing, or commercial opportunities where the rights holder wants to maintain a relationship with a preferred partner while preserving their ability to seek alternative arrangements if the right is not exercised. The agreement must comply with South African law, including the Competition Act 89 of 1998, relevant intellectual property legislation, and common law principles. It typically includes detailed provisions on triggering events, notice periods, exercise procedures, and pricing mechanisms, making it essential for businesses seeking to secure priority access to valuable rights or opportunities in the South African market.
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1. Parties: Identification and details of the licensor and licensee, including registration numbers for companies
2. Background: Context of the agreement, nature of the licensed material/rights, and the relationship between the parties
3. Definitions and Interpretation: Detailed definitions of key terms and interpretation rules for the agreement
4. Grant of Right of First Refusal: Specific terms of the right of first refusal, including scope and nature of the rights granted
5. Licensed Material: Detailed description of the intellectual property or materials subject to the license
6. Trigger Events: Circumstances that activate the right of first refusal
7. Notice and Exercise Procedure: Process for notification of trigger events and how the right of first refusal can be exercised
8. Duration and Territory: Term of the agreement and geographical scope of the rights granted
9. Financial Terms: Pricing mechanism, payment terms, and any associated costs
10. Warranties and Representations: Standard warranties regarding ownership, authority to contract, and non-infringement
11. Confidentiality: Obligations regarding confidential information shared between parties
12. Termination: Circumstances allowing termination and the consequences of termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Competition Law Compliance: Include when the agreement might have competition law implications or affect market dynamics
2. Related Rights: Include when additional rights or licenses are granted alongside the main right of first refusal
3. Quality Control: Include when the licensed material requires specific quality standards or monitoring
4. Assignment and Sub-licensing: Include when transfer or sub-licensing rights need to be explicitly addressed
5. Insurance: Include when specific insurance requirements are needed for the licensed material
6. Audit Rights: Include when verification of compliance or financial terms requires audit provisions
7. Force Majeure: Include when specific force majeure provisions are necessary beyond standard provisions
8. Data Protection: Include when personal data processing is involved in the agreement
1. Schedule 1 - Licensed Material: Detailed technical specifications or descriptions of the licensed material
2. Schedule 2 - Pricing Schedule: Detailed pricing mechanisms, calculations, and payment terms
3. Schedule 3 - Exercise Notice Template: Template for exercising the right of first refusal
4. Schedule 4 - Technical Requirements: Any technical specifications or requirements related to the licensed material
5. Schedule 5 - Key Personnel: List of key contacts and authorized representatives for both parties
6. Appendix A - Related Agreements: References to or copies of related agreements affecting the right of first refusal
7. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the agreement
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Media and Entertainment
Pharmaceuticals
Biotechnology
Real Estate
Retail
Telecommunications
Mining and Resources
Energy
Agriculture
Financial Services
Professional Services
Research and Development
Relevant Teams
Legal
Commercial
Intellectual Property
Business Development
Corporate Development
Strategy
Licensing
Contracts
Executive Leadership
Mergers and Acquisitions
Research and Development
Technology Transfer
Compliance
Relevant Roles
Legal Counsel
Commercial Director
Intellectual Property Manager
Business Development Manager
Chief Legal Officer
Licensing Manager
Contract Manager
Chief Executive Officer
Chief Technology Officer
Chief Commercial Officer
Head of Strategy
Intellectual Property Director
General Counsel
Corporate Development Manager
Rights Management Officer
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