Right Of First Refusal Licence Agreement for the United Kingdom

Right Of First Refusal Licence Agreement Template for England and Wales

A Right of First Refusal Licence Agreement under English and Welsh law is a legal contract that grants one party (the Licensee) the right to be the first party given the opportunity to enter into a business transaction with the other party (the Licensor) before the Licensor may enter into that transaction with a third party. This agreement establishes the terms, conditions, and procedures for exercising this right, including notification requirements, time periods, and pricing mechanisms.

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What is a Right Of First Refusal Licence Agreement?

A Right of First Refusal Licence Agreement is utilized when parties wish to establish a preferential right for future transactions while maintaining flexibility. This document, governed by English and Welsh law, outlines the specific circumstances triggering the right, the process for exercising it, and the obligations of both parties. It's particularly valuable in commercial relationships where future opportunities may arise and one party wishes to secure priority access to these opportunities. The agreement typically includes detailed provisions on notice periods, valuation mechanisms, and the consequences of non-compliance.

What sections should be included in a Right Of First Refusal Licence 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 trigger events

5. Notice Requirements: Process for notification and time periods

6. Exercise of Rights: Procedure for exercising the ROFR

7. Duration: Term of the ROFR and any renewal provisions

8. Governing Law and Jurisdiction: Applicable law and dispute resolution

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

1. Assignment: Rights to transfer the ROFR to other parties - include when transfer rights need to be addressed

2. Confidentiality: Protection of sensitive information - include when confidential information will be shared

3. Anti-circumvention: Provisions preventing avoidance of ROFR obligations - include when there's risk of circumvention

4. Change of Control: Impact of ownership changes on ROFR - include when corporate ownership changes might affect the agreement

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

1. Schedule 1: Description of Assets: Detailed description of assets subject to ROFR

2. Schedule 2: Notification Form: Template for ROFR notifications

3. Schedule 3: Pricing Mechanism: Method for determining price if ROFR is exercised

4. Appendix A: Process Flow: Flowchart showing ROFR procedure

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

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Common Law Contract Principles: Fundamental principles governing contract formation, offer, acceptance, consideration, and intention to create legal relations under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract in certain circumstances

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts

Misrepresentation Act 1967: Deals with false statements made during contract negotiations that induce parties to enter into contracts

Law of Property Act 1925: Fundamental legislation governing real property law in England and Wales

Land Registration Act 2002: Governs the registration of land ownership and interests in England and Wales

Landlord and Tenant Act 1954: Regulates the relationship between landlords and tenants of commercial properties

Trade Marks Act 1994: Main legislation governing trademark protection in the UK

Patents Act 1977: Primary legislation governing patent protection in the UK

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market positions

Enterprise Act 2002: Provides framework for merger control and market investigations in the UK

Consumer Rights Act 2015: Main consumer protection legislation in the UK, covering contracts for goods, services and digital content

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices between traders and consumers

UK GDPR: Post-Brexit data protection regulation implementing EU GDPR principles into UK law

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Limitation Act 1980: Sets time limits for bringing different types of legal claims

Companies Act 2006: Primary legislation governing company formation and operation in the UK

Partnership Act 1890: Defines and regulates business partnerships in the UK

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Trade Licence Agreement

An England & Wales legal document permitting use of trade rights while protecting intellectual property and brand value.

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What is a Right Of First Refusal Licence Agreement?

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

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

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

Authors

Alex Denne

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