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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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How to write my 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

How do you write a General Services Agreement document? (example of another included contract document)

SERVICES AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals A. Company has experience and expertise in Insert description of the type of services you have experience in providing B. Customer desires to have Company provide services for them. C. Company desires to provide services to Customer on the terms and conditions set forth herein the Services

Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Services Rendered. Company agrees to render and be compensated for the Services according to the terms listed on Exhibit attached hereto. 2. Scope of Work. Company agrees to provide Services pursuant to the Scope of Work set forth in Exhibit attached hereto the Scope of Work 3. Delivery of Services. Company will use reasonable diligence in the rendering of the Services. Customer acknowledges however that any stated delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. 4. Ownership Rights.

Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Company for use in the Services. Customer shall hold the copyright for the agreed upon version of the Services as delivered and Customers copyright notice may be displayed in the final version. Company retains exclusive rights to pre existing material it uses in Customers project s. Customer does not have right to reuse resell or otherwise transfer material owned by Company or third parties. Companys materials shall be defined as set forth in Exhibit attached. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Company have the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove or withhold services or deliverables or bring legal action. 6. Confidentiality. Customer and Company acknowledge and agree that the Scope of Work and all other documents and information related to the development of the Services the Confidential Information will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public. 7. Limited Warranty and Limitation on Damages. Company warrants the Services will conform to the Scope of Work. If the Services or Deliverables do not conform to the Scope of Work Company shall be responsible to correct the Services or Deliverables without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Deliverables into conformance with the Scope of Work. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer on the Services. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto.

8. Independent Contractor. Company shall be retained as an independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Equipment. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose. 10. General Provisions.

10 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 10 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. 10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent.

10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 Right to Remove Services. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Company has the right to remove or withhold the Services or Deliverables until payment in full is made plus accrued late charges of 2% per month. 10 Indemnification. Customer warrants that everything it gives Company to use in the delivery of the Services or any deliverable is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Services or Deliverables. 10 Use of Services for Promotional Purposes.

Customer grants Company the right to reference the Services or Deliverables or the Customers name for promotional purposes and or to cross link it with other Services offered by Company. 10 No Responsibility for Theft. Company has no responsibility for any third party taking stealing destroying or otherwise ruining all or any part of the Services or Deliverables rendered under this Agreement. 10. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 11 Identification of Company.

Customer agrees that Companys identification may be associated with the Services or Deliverables as the creators. Customer also agrees to put Companys copyright notices on the Services or Deliverables and the relevant content therein. 10. 12 No Responsibility for Loss. Company is not responsible for any down time lost files improper links or any other loss that may occur from any service or deliverable related to Companys work or the rendering of the Services or Deliverables. 10. 13 Transfer of Rights. In the event Company is unable to continue maintenance of the Services Customer shall have non exclusive rights to use pre existing material see Exhibit owned by Company in connection with Customers Services. The 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 Customer Initials Company Initials

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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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