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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":

Purpose of this Agreement

The purpose of this Agreement is to set forth an understanding that the above named parties wish to develop a 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. Right of First Refusal (ROFR) shall mean the contractual right or option to enter into or to refuse a business transaction with a 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 a 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. 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 a 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 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. Company Name is a provider of the following Primary Services: Insert services, products and areas of operation within your marketplace; and other related services. 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 common goods and services included under this agreement, although both parties shall be free to offer the other acceptable goods and services.

Both parties agree that, should a project include products or services customarily provided by the other, that party shall have a Right of First Refusal (ROFR) to perform that work at their customary fees, pricing or other terms and conditions. The parties shall be obligated to provide a 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

Communications

This Agreement shall govern all communications, whether electronic, written, oral, or other medium between the parties made during the term of this Agreement.

Termination

This Agreement shall expire upon thirty (30) days written notice by either party; provided, however, a Receiving Party's 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.

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 a 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.

General Provisions

1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

2 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.

3 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: