The Right of First Refusal License Agreement is a crucial document in Dutch commercial practice, designed to protect a licensee's strategic interests while maintaining the licensor's ability to commercialize their intellectual property. This agreement type is commonly used when parties want to establish a controlled licensing relationship with potential for expansion, while ensuring the licensee has priority access to additional or future licensing opportunities. Under Dutch law (Burgerlijk Wetboek), the agreement must clearly define the trigger events, notice requirements, and exercise procedures for the right of first refusal. It's particularly valuable in scenarios involving technology licensing, patent rights, software licensing, or other intellectual property arrangements where maintaining control over future licensing opportunities is strategically important. The document needs to comply with both Dutch contract law principles and relevant EU regulations, particularly regarding competition law and, where applicable, data protection requirements.
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1. Parties: Identification and details of the contracting parties - the licensor and licensee
2. Background: Context of the agreement, including description of the licensed property and business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. Right of First Refusal: Core mechanism describing the right of first refusal, including trigger events, notification process, and exercise procedures
6. Exercise Period: Timeframe and conditions for exercising the right of first refusal
7. Price Determination: Method for determining the price when the right is exercised
8. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
9. Confidentiality: Obligations regarding confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. General Provisions: Standard legal provisions including assignment, severability, and entire agreement
1. Quality Control: Requirements for maintaining quality standards - include when licensing involves branded products or services
2. Territory Restrictions: Geographic limitations on the license - include when license is territory-specific
3. Royalties: Payment terms for ongoing license fees - include when there are recurring payments
4. Performance Obligations: Specific requirements for licensee performance - include when there are minimum usage or sales requirements
5. Audit Rights: Rights to audit licensee's relevant records - include when there are financial or compliance obligations
6. Sub-licensing Rights: Terms for sub-licensing - include when sub-licensing is permitted
7. Insurance: Insurance requirements - include when licensed property carries significant risks
8. Data Protection: GDPR compliance provisions - include when personal data is processed
9. Export Control: Export regulation compliance - include when licensed property may be subject to export restrictions
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property or assets covered by the license
2. Schedule 2 - Right of First Refusal Procedure: Detailed process flow for ROFR notification, evaluation, and exercise
3. Schedule 3 - Pricing Mechanism: Detailed methodology for determining price when ROFR is exercised
4. Schedule 4 - Technical Specifications: Technical details and requirements for the licensed property
5. Schedule 5 - Service Levels: Performance standards and metrics if applicable
6. Appendix A - Notice Templates: Standard forms for ROFR notices and responses
7. Appendix B - Compliance Requirements: Detailed compliance obligations and procedures
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research and Development
Media and Entertainment
Telecommunications
Industrial Design
Consumer Products
Healthcare
Automotive
Energy
Professional Services
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Licensing
Corporate Affairs
Technology Transfer
Innovation
Compliance
Strategy
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Business Development Manager
Technology Transfer Officer
Contract Manager
Chief Legal Officer
Chief Technology Officer
IP Rights Manager
Innovation Manager
Research Director
Corporate Counsel
Compliance Officer
Patent Attorney
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