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Right Of First Refusal License Agreement Template for Germany

A Right of First Refusal License Agreement under German law establishes a preferential right for a potential licensee to match any third-party offers for licensing specific intellectual property or technology rights. The agreement is governed by German law, particularly the German Civil Code (BGB) and relevant intellectual property legislation. It sets out the notification process, response timeframes, and conditions under which the right can be exercised. The document includes detailed provisions for exercising the right, matching terms, and the subsequent license agreement terms that would apply if the right is exercised.

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What is a Right Of First Refusal License Agreement?

The Right of First Refusal License Agreement is a strategic legal instrument used when a rights holder wants to maintain control over future licensing while providing a potential licensee with preferential rights. This document, governed by German law, is particularly valuable in scenarios involving valuable intellectual property, technology transfers, or commercial partnerships. It establishes a framework where the rights holder must offer the protected party the opportunity to match any third-party licensing offers before proceeding with alternative arrangements. The agreement typically includes detailed mechanisms for notification, response periods, and terms matching, ensuring compliance with German legal requirements including the BGB and relevant intellectual property laws. It's commonly used in technology transfers, research commercialization, and strategic business partnerships where maintaining control over licensing rights is crucial.

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

1. Parties: Identification and details of the contracting parties (Licensor and Licensee)

2. Background: Context of the agreement and brief description of the subject matter

3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Territory, and Field of Use

4. Grant of Right of First Refusal: Core provision establishing the right of first refusal, including scope and conditions

5. Notification Process: Procedure for Licensor to notify Licensee of third-party offers and timing requirements

6. Exercise of Right: Process and timeframe for Licensee to exercise the right of first refusal

7. License Terms: Terms that will apply if the right of first refusal is exercised, including scope of license, territory, and field of use

8. Financial Terms: Payment obligations, including matching third-party offers and payment terms

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

10. Confidentiality: Protection of confidential information exchanged during the process

11. Representations and Warranties: Standard warranties regarding authority, ownership, and non-infringement

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

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

1. Competition Law Compliance: Specific provisions ensuring compliance with German and EU competition laws, required if the agreement could have market impact

2. Assignment and Sub-licensing: Terms regarding transfer of rights, needed if parties want to allow or restrict these options

3. Quality Control: Required for trademark or brand-related licenses to maintain quality standards

4. Improvement Rights: Provisions dealing with improvements or modifications to the licensed rights, relevant for technology licenses

5. Export Control: Required if the licensed rights are subject to export control regulations

6. Data Protection: Required if personal data processing is involved in the agreement

7. Force Majeure: Optional clause dealing with extraordinary circumstances affecting performance

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

1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property or rights subject to the right of first refusal

2. Schedule 2 - Notification Form: Template for the formal notification of third-party offers

3. Schedule 3 - License Terms: Detailed terms that will apply if the right of first refusal is exercised

4. Schedule 4 - Territory Definition: Detailed description of the geographic scope of the agreement

5. Appendix A - Communication Protocol: Procedures and contact details for notifications and communications

6. Appendix B - Competing Rights: List of any existing rights or licenses that might affect the right of first refusal

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use

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