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Right Of First Refusal License Agreement for Singapore

Right Of First Refusal License Agreement Template for Singapore

A Right of First Refusal License Agreement under Singapore law is a legal document that grants one party the right to be the first to enter into a licensing arrangement before the owner can enter into it with a third party. This agreement is governed by Singapore's Contract Law and relevant IP legislation, providing a framework for how and when the right can be exercised, including notice periods, pricing mechanisms, and exercise conditions.

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Right Of First Refusal License Agreement

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What is a Right Of First Refusal License Agreement?

The Right Of First Refusal License Agreement is utilized when a potential licensor wishes to give a preferred party priority rights to license specific assets or rights before offering them to others. This document, governed by Singapore law, establishes the mechanism for exercising these rights, including notification procedures, response timeframes, and pricing structures. It's particularly relevant in competitive markets where securing priority access to licensing opportunities provides strategic advantages. The agreement typically includes specific terms about the scope of the rights covered, duration of the ROFR, and conditions for exercise.

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

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of Right of First Refusal: Core terms of the ROFR and conditions for exercise

5. Notice Requirements: Procedures for notification and exercise of ROFR

6. Duration and Term: Period for which the ROFR remains valid

7. Consideration: Payment or other consideration for the ROFR

8. Governing Law: Specification of Singapore law as governing law

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

1. Confidentiality: Protection of confidential information shared between parties during the course of the agreement

2. Assignment: Terms governing the transfer or assignment of ROFR rights to third parties

3. Dispute Resolution: Procedures for resolving disputes including mediation, arbitration, or litigation options

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

1. Schedule 1 - Licensed Property: Detailed description of the property or rights subject to the Right of First Refusal

2. Schedule 2 - Pricing Mechanism: Detailed methodology for determining the price when ROFR is exercised

3. Schedule 3 - Notice Forms: Template forms for various notices required under the agreement

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 | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

























Clauses

























Industries

Contract Law (Chapter 53): Primary legislation governing contract formation, terms, and enforcement in Singapore

Competition Act (Chapter 50B): Legislation ensuring the agreement doesn't create anti-competitive effects in the market

Patents Act (Chapter 221): Legislation governing patent rights and licensing if the subject matter involves patented innovations

Copyright Act (Chapter 63): Legislation governing copyright protection and licensing if copyrightable works are involved

Trade Marks Act (Chapter 332): Legislation governing trademark rights and licensing if trademarks are part of the agreement

Registered Designs Act (Chapter 266): Legislation governing registered design rights and licensing if design rights are involved

Singapore Common Law: Body of case law and legal principles derived from English common law tradition, particularly regarding contract interpretation and rights of first refusal

IPOS Regulations: Regulatory requirements from the Intellectual Property Office of Singapore regarding IP rights registration and licensing

CCCS Guidelines: Guidelines from the Competition and Consumer Commission of Singapore on competition law compliance

TRIPS Agreement: International treaty establishing minimum standards for IP protection and enforcement, which Singapore has ratified

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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