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The Right of First Refusal is used when entering into a business partnership with another company which offers similar products or services. Use the Right of First Refusal to agree that each partner has the right to first refuse the services for a particular client. This agreement is meant to foster a mutually beneficial environment between business partners with some overlapping areas.
Document Length: 3 Pages
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Alternate documents are those which may be used instead of this document depending on your situation. Alternate documents may be better suited for different size projects, more specialized projects, variations on rights, etc.

Alternate Documents:
Right of First Refusal Partnership Agreement
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Writing the Right of First Refusal Partnership Agreement document

RIGHT OF FIRST REFUSAL AGREEMENT This Right of First Refusal Agreement Agreement is made between the companies listed below which may hereinafter be referred to as the parties. company name AND company name address address city state or province zip or postal code city state or province zip or postal code Purpose of this Agreement

The purpose of this Agreement is to set forth an understanding that the above named parties wish to develop mutually beneficial and profitable business relationship. Both companies desire to jointly develop goods and services and market such services in their respective business channels. Both parties agree to work together to ensure that their sales marketing and development efforts remain consistent and represent the interests of each party in an agreeable manner. Definitions Right of First Refusal ROFR shall mean the contractual right or option to enter into or to refuse business transaction with client according to terms specified below. Primary Goods and Services shall mean any goods and services provided by either party which are to be subject to Right of First Refusal under this Agreement. Common Goods and Services shall mean any Primary Goods and Services provided by both parties in part or in whole which are similar in nature to one another. Duration. The Right of First Refusal between the parties shall be limited to years years from the date on this Agreement. Exceptions shall mean the transactions and transaction types that are exempt from the Right of First Refusal unless otherwise agreed upon in writing by both parties. Notice of Acceptance or Refusal of Terms shall mean the period of time that response shall be required from the other party notice of sale for the potential business transaction governed by this Agreement.

Limited time period to close transaction. If the receiving party cannot complete the sale or transaction within days days then other party shall have full rights to pursue the business transaction as defined in the notice of sale as they see fit. The Right of First Refusal Agreements Both parties understand that each conducts commerce within the Insert Industry Parties are in Here industry and that each of their respective clients may request services customarily provided by the other party. Both parties agree to offer to each other the Right of First Refusal for goods and services Primary Services provided by the other party. 1. company name is provider of the following Primary Services. Insert services products and areas of operation within your marketplace ; and other related services. 2. company name is provider of the following Primary Services. Insert services products and areas of operation within your marketplace ; and other related services.

3. Both parties currently engage in providing the following common goods and services Insert common goods and services to which neither party shall be considered to have Right of First Refusal on Insert common goods and services included under this agreement although both parties shall be free to offer the other Insert acceptable goods and services 4. Both parties agree that should project include products or services customarily provided by the other that party shall have Right of First Refusal ROFR to perform that work at their customary fees pricing or other terms and conditions. 5. The parties shall be obligated to provide timely acceptance or refusal of any work requested of the other and agree that failure to respond within days days shall be considered refusal of the work. General Terms and Conditions 1. Communications. This Agreement shall govern all communications whether electronic written oral or other medium between the parties made during the term of this Agreement.

2. Termination. This Agreement shall expire upon thirty days written notice by either party; provided however Receiving Partys obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the Disclosing and Receiving Parties obligations shall survive the termination of employment and shall be binding upon all heirs executors administrators and legal representatives. 3. Remedy of Law. Each party acknowledges and agrees that due to the nature of the Proprietary Information there can be no adequate remedy of law for any breach of its obligations hereunder which breach may result in irreparable harm. Upon any such breach or any threat thereof the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by court to be overbroad as to scope such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear. 4. General Provisions.

4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 4 Entire Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys fees. 4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns. Neither party may assign any of their obligations under this Agreement without prior written consent. Both parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above.

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name Initials company name Initials

Writing the Right of First Refusal with Non-Disclosure Agreement document (alternate or related contract document)

RIGHT OF FIRST REFUSAL AGREEMENT INCLUDES MUTUAL NON DISCLOSURE This Right of First Refusal Agreement and Mutual Non Disclosure Agreement is made between the companies listed below which may hereinafter be referred to as the parties. company name AND company name address address city state or province zip or postal code city state or province zip or postal code Purpose of this Agreement The purpose of this Agreement is to set forth an understanding that the above named parties wish to develop mutually beneficial and profitable business relationship. Both companies desire to jointly develop goods and services and market such services in their respective business channels. Both parties agree to work together to ensure that their sales marketing and development efforts remain consistent and represent the interests of each party in an agreeable manner. Definitions Right of First Refusal ROFR shall mean the contractual right or option to enter into or to refuse business transaction with customer according to terms specified below.

Primary Goods and Services shall mean any goods and services provided by either party which are to be subject to Right of First Refusal under this Agreement. Common Goods and Services shall mean any Primary Goods and Services provided by both parties in part or in whole which are similar in nature to one another. Duration. The Right of First Refusal between the parties shall be limited to years years from the date on this Agreement. Exceptions shall mean the transactions and transaction types that are exempt from the Right of First Refusal unless otherwise agreed upon in writing by both parties. Notice of Acceptance or Refusal of Terms shall mean the period of time that response shall be required from the other party notice of sale for the potential business transaction governed by this Agreement.

Limited time period to close transaction. If the Receiving Party cannot complete the sale or transaction within days days then other party shall have full rights to pursue the business transaction as defined in the notice of sale as they see fit. Disclosing Party shall mean any party to this agreement who conveys distributes publishes or otherwise distributes Proprietary Information that is not available to the public to Receiving Party. Receiving Party shall mean any party to this agreement who receives information from Disclosing Party. The Right of First Refusal Agreements Both parties understand that each conducts commerce within the Insert Industry Parties are in Here industry and that each of their respective customers may request services customarily provided by the other party. Both parties agree to offer to each other the Right of First Refusal for goods and services Primary Services provided by the other party.

1. company name is provider of the following Primary Services. Insert services products and areas of operation within your marketplace ; and other related services. 2. company name is provider of the following Primary Services. Insert services products and areas of operation within your marketplace ; and other related services. 3. Both parties currently engage in providing the following common goods and services Insert common goods and services to which neither party shall be considered to have Right of First Refusal on Insert common goods and services included under this agreement although both parties shall be free to offer the other Insert acceptable goods and services 4. Both parties agree that should project include products or services customarily provided by the other that party shall have Right of First Refusal ROFR to perform that work at their customary fees pricing or other terms and conditions. 5. The parties shall be obligated to provide timely acceptance or refusal of any work requested of the other and agree that failure to respond within days days shall be considered refusal of the work. Mutual Non Disclosure Agreements During the term of this Agreement each party may have disclosed or may disclose information and trade secrets relating to 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 or not schematics and other technical business financial customer and product development plans forecasts strategies business practices and information which to the extent previously presently or subsequently disclosed is hereinafter referred to as Proprietary Information. Proprietary Information also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of the either parties business.

Agreements In consideration of the parties discussions and any access to Proprietary Information of either party both parties make the following agreements. a To hold all Proprietary Information disclosed by either party in the strictest of confidence and to take the same degree of care to protect such information as it does with its own Proprietary Information. No less than reasonable care shall be maintained by either party. b Parties shall grant the use of Proprietary Information only within the scope and purpose for which it was disclosed; to be used only for the benefit of the Disclosing Party and the Receiving Party. c Not to disclose or use any such Proprietary Information or any information derived there from to any firm supplier business third party or other organization. d Not to reverse engineer tamper alter or copy any such Proprietary Information. e Not to export allow for export or distribute into the public domain any such Proprietary Information or product thereof. f That all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing Proprietary Information whether Disclosing Party is the author or not are exclusive property of the Disclosing Party and are entrusted to be used only to the benefit of this relationship and shall be made available by the Disclosing Party immediately upon request by the Receiving Party. g Upon request the Receiving Party shall turn over all Proprietary Information owned by the Disclosing Party and immediately surrender any and all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing any such Proprietary Information and any and all copies or extracts thereof.

h That each provision herein shall be treated as separate and independent clause and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses herein. Both parties also shall not disclose the Proprietary Information to those employees who do not have qualifiable need to know such information and in any event each party shall be liable for all improper disclosures by its employees. Without grant of any right or license the parties agree that the foregoing shall not apply with respect to any Proprietary Information that either party can document as. a Made available or becoming generally available to the public through no improper action or inaction by either party or any agent consultant affiliate contractor or employee. b Disclosed to it by third party who did not owe duty of confidentiality. c In its possession or known by it without restriction prior to receipt from the other party.

d Independently developed without use of any Proprietary Information by employees who have had no access to such information. Either party may make disclosures required by law or court order provided it uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or protective order and has allowed the Disclosing Party to participate in the proceeding. Either party shall immediately give notice to the other of any unauthorized use or disclosure of the others Proprietary Information by the party or its employees or agents. Both parties understand that nothing herein requires. 1 The disclosure of any Proprietary Information of the Disclosing Party or requires either Party to proceed with any transaction or relationship. Both parties understand that except as otherwise agreed in writing the Proprietary Information which it may receive concerning future plans is tentative and is not intended to represent contract of employment or retainment nor does it constitute decision by either party concerning the implementation of such plans. Proprietary Information provided to either party hereunder does not represent commitment by either party to purchase or otherwise acquire any products or services from the other party. If either party desires to purchase or otherwise acquire any products or services from the other party the parties will execute separate written agreement to govern such transactions. 2 This agreement supersedes all prior agreements whether written or oral between the Disclosing and Receiving Parties as relating to the subject matter of this Agreement. This Agreement may not be altered modified amended or discharged in whole or in part without the express written permission of both the Disclosing and Receiving Parties. General Terms and Conditions

1. Communications. This Agreement shall govern all communications whether electronic written oral or other medium between the parties made during the term of this Agreement. 2. Termination. This Agreement shall expire upon thirty days written notice by either party; provided however Receiving Partys obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the Disclosing and Receiving Parties obligations shall survive the termination of employment and shall be binding upon all heirs executors administrators and legal representatives. 3. Remedy of Law. Each party acknowledges and agrees that due to the nature of the Proprietary Information there can be no adequate remedy of law for any breach of its obligations hereunder which breach may result in irreparable harm. Upon any such breach or any threat thereof the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by court to be overbroad as to scope such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear. 4. General Provisions.

4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 4 Entire Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys fees. 4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns. Neither party may assign any of their obligations under this Agreement without prior written consent. Both parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

company name Initials company name Initials

Writing the Simple Work Authorization Agreement document (example of another included contract document)

company name WORK AUTHORIZATION AGREEMENT THIS WORK AUTHORIZATION AGREEMENT WA is by and between company name state or province Insert type of company such as LLC Corporation etc. Company and its affiliates Affiliates and company name Customer and is entered into as of the date signed below Effective Date Services. company name will provide the Services in accordance with the agreement between company name and Customer. The Agreement means this WA plus all applicable Service Agreements Scopes of Work Service Orders or Service Level Agreements SLAs and any other documents that are expressly incorporated herein collectively Service Attachments Scopes of Work may also be initiated by phone or email so long as there is bi lateral agreement between company name and Customer. Term. The term of the Agreement will commence on the Effective Date and will continue until the expiration of the last Service term unless earlier terminated in accordance with the Agreement Term Payment. Services shall be provided on an hourly basis which will be accounted for as services are performed. All payments are due in full within days after the invoice Due Date In addition to the Service charges Customer shall also be responsible for any applicable third party charges pre approved by Customer. Any amount not received by the Due Date will be considered past due and subject to interest at the lesser of 1. 5% per month or the highest rate permitted by applicable law. company name may upon days prior notice modify the payment terms or require deposit or other mutually acceptable form of security if Customer has repeatedly failed to pay its invoices by the Due Date or if there has been material adverse change in its financial condition. Termination. Customer may terminate the Agreement upon days notice in the event of material breach of the Agreement by company name if such breach is not cured within that period. company name may suspend Service or terminate the Agreement upon days notice in the event of any payment default if such default is not cured within that period; or upon days notice in the event of any other material breach of the Agreement by Customer if such breach is not cured within that period unless different notice period expressly set forth in the Agreement applies. If Customer terminates an ordered Service prior to its delivery pre delivery cancellation fees will apply as set forth in the Service Schedule. If after the delivery of the Service but prior to the conclusion of the applicable Service term the Service or this Agreement is terminated either by company name for cause or by Customer for any other reason other than cause then Customer shall be liable for Service charges accrued but unpaid as of the termination date; and any third party provider charges and any out of pocket expenses incurred by company name e. g. cancellation charges or annual software licensing fees. The parties agree that any cancellation fees and early termination charges set forth in this WA or in Service Attachment constitute liquidated damages and are not intended as penalty. Disclaimer of Warranties. THE SERVICES AND ANY RELATED EQUIPMENT SOFTWARE AND OR OTHER MATERIALS PROVIDED BY company name IN CONNECTION WITH THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WHETHER STATUTORY EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE NONINFRINGEMENT MERCHANTABILITY FITNESS FOR PARTICULAR PURPOSE ACCURACY COMPLETENESS OR ANY RESULTS TO BE ACHIEVED HEREFROM. company name MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATABILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM. THESE DISCLAIMERS SHALL NOT LIMIT CUSTOMERS ABILITY TO SEEK THE REMEDIES PROVIDED IN ANY APPLICABLE SLA.

Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES CONTRACTORS SUPPLIERS OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT INCIDENTAL SPECIAL RELIANCE PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST OR IMPUTED PROFITS OR REVENUES LOST DATA DAMAGES TO SOFTWARE OR FIRMWARE OR COST OF PROCURING OR TRANSITIONING TO SUBSTITUTE SERVICES REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY; PROVIDED HOWEVER THE FOREGOING SHALL NOT LIMIT EITHER PARTYS LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER. THE TOTAL AGGREGATE LIABILITY OF company name ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL NET PAYMENTS PAID BY CUSTOMER TO company name FOR THE AFFECTED SERVICE WHICH GIVES RISE TO SUCH LIABILITY IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES. The undersigned parties have read and agreed to the terms and conditions set forth in this WA and any applicable Service Attachments. company name. CUSTOMER. By signator authorized signature or signer. By. Name. Name. Job title of signator authorized signature or signer. Title. Date. Date. company name Rev Date

A Document from Contract Pack

The editable Right of First Refusal Partnership Agreement template - complete with the actual formatting and layout is available in the retail Contract Packs.
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