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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":

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 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 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. 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 a Receiving Party. Receiving Party shall mean any party to this agreement who receives information from a Disclosing Party.

The Right of First Refusal Agreements

Both parties understand that each conducts commerce within the Industry Parties 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. 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.

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.

In consideration of the parties' discussions and any access to Proprietary Information of either party, both parties make the following agreements:

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. 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. 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.

Not to reverse engineer, tamper, alter or copy any such Proprietary Information. Not to export, allow for export, or distribute into the public domain any such Proprietary Information or product thereof. 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. 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.

That each provision herein shall be treated as a 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 a qualifiable need to know such information and, in any event, each party shall be liable for all improper disclosures by its employees.

Without a 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:

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. Disclosed to it by a third party who did not owe a duty of confidentiality. In its possession or known by it without restriction prior to receipt from the other party.

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 a 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 other's Proprietary Information by the party or its employees or agents.

Both parties understand that nothing herein requires:

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 a contract of employment or retainment, nor does it constitute a decision by either party concerning the implementation of such plans. Proprietary Information provided to either party hereunder does not represent a 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 a separate written agreement to govern such transactions. 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

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: