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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals work order, quote, generic, general nda RIGHT FIRST REFUSAL AGREEMENT INCLUDES MUTUAL NON DISCLOSURE This Right First Refusal Agreement and Mutual Non Disclosure Agreement made between the companies listed below which may hereinafter referred the parties Company AND CustCompany Address1 CustAddress1 City State PostalCode CustCity CustState CustPostalCode Purpose this Agreement The purpose this Agreement set forth understanding that the above named parties wish develop mutually beneficial and profitable business relationship Both companies desire jointly develop goods and services and market such services their respective business channels Both parties agree work together ensure that their sales marketing and development efforts remain consistent and represent the interests each party agreeable manner Definitions Right First Refusal ROFR shall mean the contractual right option enter into refuse business transaction with customer according terms specified below Primary Goods and Services shall mean any goods and services provided either party which are subject Right First Refusal under this Agreement Common Goods and Services shall mean any Primary Goods and Services provided both parties part whole which are similar nature one another Duration The Right First Refusal between the parties shall limited Years years from the date this Agreement Exceptions shall mean the transactions and transaction types that are exempt from the Right First Refusal unless otherwise agreed upon writing both parties Notice Acceptance Refusal Terms shall mean the period time that response shall required from the other party notice sale for the potential business transaction governed this Agreement Limited time period close transaction the Receiving Party cannot complete the sale transaction within Days days then other party shall have full rights pursue the business transaction defined the notice sale they see fit Disclosing Party shall mean any party this agreement who conveys distributes publishes otherwise distributes Proprietary Information that not available the public Receiving Party Receiving Party shall mean any party this agreement who receives information from Disclosing Party The Right First Refusal Agreements Both parties understand that each conducts commerce within the Insert Industry Parties are Here industry and that each their respective customers may request services customarily provided the other party Both parties agree offer each other the Right First Refusal for goods and services Primary Services provided the other party Company provider the following Primary Services Insert services products and areas operation within your marketplace and other related services CustCompany provider the following Primary Services Insert services products and areas operation within your marketplace and other related services Both parties currently engage providing the following common goods and services Insert common goods and services which neither party shall considered have Right First Refusal Insert common goods and services included under this agreement although both parties shall free offer the other Insert acceptable goods and services Both parties agree that should project include products services customarily provided the other that party shall have Right First Refusal ROFR perform that work their customary fees pricing other terms and conditions The parties shall obligated provide timely acceptance refusal any work requested the other and agree that failure respond within Days days shall considered refusal the work Mutual Non Disclosure Agreements During the term this Agreement each party may have disclosed may disclose information and trade secrets relating their business including but without limitation customer communications and customer lists computer programs technical drawings graphics and media files algorithms scripts know how formulas processes ideas inventions whether patentable not schematics and other technical business financial customer and product development plans forecasts strategies business practices and information which the extent previously presently subsequently disclosed hereinafter referred Proprietary Information Proprietary Information also includes proprietary confidential information any third party who may disclose such information either party the course the either parties business Agreements consideration the parties discussions and any access Proprietary Information either party both parties make the following agreements hold all Proprietary Information disclosed either party the strictest confidence and take the same degree care protect such information does with its own Proprietary Information less than reasonable care shall maintained either party Parties shall grant the use Proprietary Information only within the scope and purpose for which was disclosed used only for the benefit the Disclosing Party and the Receiving Party Not disclose use any such Proprietary Information any information derived there from any firm supplier business third party other organization Not reverse engineer tamper alter copy any such Proprietary Information Not export allow for export distribute into the public domain any such Proprietary Information product thereof That all records files letters memos faxes notebooks drawings sketches reports collateral program listings other written audio magnetic video source other tangible material containing Proprietary Information whether Disclosing Party the author not are exclusive property the Disclosing Party and are entrusted used only the benefit this relationship and shall made available the Disclosing Party immediately upon request the Receiving Party Upon request the Receiving Party shall turn over all Proprietary Information owned the Disclosing Party and immediately surrender any and all records files letters memos faxes notebooks drawings sketches reports collateral program listings other written audio magnetic video source other tangible material containing any such Proprietary Information and any and all copies extracts thereof That each provision herein shall treated separate and independent clause and the unenforceability any one clause shall way impair the enforceability any other clauses herein Both parties also shall not disclose the Proprietary Information those employees who not have qualifiable need know such information and any event each party shall liable for all improper disclosures its employees Without grant any right license the parties agree that the foregoing shall not apply with respect any Proprietary Information that either party can document Made available becoming generally available the public through improper action inaction either party any agent consultant affiliate contractor employee Disclosed third party who did not owe duty confidentiality its possession known without restriction prior receipt from the other party Independently developed without use any Proprietary Information employees who have had access such information Either party may make disclosures required law court order provided uses diligent reasonable efforts limit disclosure and obtain confidential treatment protective order and has allowed the Disclosing Party participate the proceeding Either party shall immediately give notice the other any unauthorized use disclosure the other Proprietary Information the party its employees agents Both parties understand that nothing herein requires The disclosure any Proprietary Information the Disclosing Party requires either Party proceed with any transaction relationship Both parties understand that except otherwise agreed writing the Proprietary Information which may receive concerning future plans tentative and not intended represent contract employment retainment nor does constitute decision either party concerning the implementation such plans Proprietary Information provided either party hereunder does not represent commitment either party purchase otherwise acquire any products services from the other party either party desires purchase otherwise acquire any products services from the other party the parties will execute separate written agreement govern such transactions This agreement supersedes all prior agreements whether written oral between the Disclosing and Receiving Parties relating the subject matter this Agreement This Agreement may not altered modified amended discharged whole part without the express written permission both the Disclosing and Receiving Parties General Terms and Conditions Communications This Agreement shall govern all communications whether electronic written oral other medium between the parties made during the term this Agreement Termination This Agreement shall expire upon thirty days written notice either party provided however Receiving Party obligations under the terms this Agreement shall continue with respect all Proprietary Information disclosed prior the expiration this Agreement Both the Disclosing and Receiving Parties obligations shall survive the termination employment and shall binding upon all heirs executors administrators and legal representatives Remedy Law Each party acknowledges and agrees that due the nature the Proprietary Information there can adequate remedy law for any breach its obligations hereunder which breach may result irreparable harm Upon any such breach any threat thereof the party disclosing the information shall entitled appropriate equitable relief addition whatever remedies might have law the event that any the provisions this Agreement shall held court overbroad scope such provision provisions shall limited eliminated the minimum extent necessary that this Agreement shall otherwise remain compatible with the law shall appear General Provisions Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Entire Agreement This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect the subject matter hereof The prevailing party any action enforce this Agreement shall entitled costs and attorneys fees Binding Effect This Agreement shall binding upon and inure the benefit both parties and their respective successors and assigns Neither party may assign any their obligations under this Agreement without prior written consent Both parties represent and warrant that the date first written above they are authorized enter into this Agreement its entirety and duly bind their respective principals their signatures below EXECUTED the date first written above Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company Initials CustCompany Initials
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Right of First Refusal with Non-Disclosure Agreement
