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Right Of First Refusal License Agreement for Malaysia

Right Of First Refusal License Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that combines a license agreement with a right of first refusal mechanism. This document grants specific usage rights to the licensee while simultaneously providing them with a priority right to acquire additional rights or licenses under predetermined conditions. The agreement incorporates Malaysian legal requirements for contract formation, intellectual property protection, and commercial transactions, while ensuring compliance with local competition laws and regulatory frameworks. It includes detailed provisions for exercising the right of first refusal, license terms, territorial restrictions, and associated commercial terms.

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Right Of First Refusal License Agreement

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What is a Right Of First Refusal License Agreement?

The Right of First Refusal License Agreement serves as a strategic legal instrument in Malaysian commercial transactions, providing a structured framework for both current licensing arrangements and future opportunities. This document is particularly valuable when a rights holder wishes to grant immediate license rights while also giving the licensee priority consideration for future licensing or acquisition opportunities. It is commonly used in technology transfers, intellectual property licensing, and commercial rights management, where the initial license might be expanded or modified in the future. The agreement must comply with Malaysian contract law, intellectual property regulations, and competition law requirements, making it essential to include specific provisions regarding exercise periods, notification procedures, and consideration mechanisms. This document type is particularly relevant in scenarios where parties anticipate potential market expansion, technology development, or business relationship evolution.

What sections should be included in a Right Of First Refusal License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and registration details

2. Background: Context of the agreement, description of the licensed property/rights, and the business relationship

3. Definitions: Definitions of key terms used throughout the agreement, including 'Right of First Refusal', 'Licensed Property', and 'Trigger Event'

4. Grant of License: Details of the license being granted, including scope, territory, and any restrictions

5. Right of First Refusal: Core ROFR provisions, including trigger events, notification requirements, and exercise procedures

6. Exercise Period: Timeframe and process for exercising the right of first refusal

7. Consideration: Financial terms, including license fees and any consideration for the ROFR

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Confidentiality: Provisions for protecting confidential information exchanged during the agreement

10. Representations and Warranties: Standard warranties regarding authority, ownership, and capacity to enter agreement

11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

What sections are optional to include in a Right Of First Refusal License Agreement?

1. Sub-licensing Rights: Include when licensee may be granted rights to sub-license

2. Quality Control: Include for agreements involving branded products or services requiring quality standards

3. Improvement Rights: Include when dealing with technology that may be improved during the license term

4. Export Controls: Include when licensed property may be subject to export restrictions

5. Insurance: Include when specific insurance coverage is required for the licensed activities

6. Competition Compliance: Include when the ROFR might have competition law implications

7. Force Majeure: Include when parties want specific provisions for unforeseen circumstances

What schedules should be included in a Right Of First Refusal License Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the property/rights subject to the license and ROFR

2. Schedule 2 - License Fee Structure: Detailed breakdown of all applicable fees and payment terms

3. Schedule 3 - ROFR Exercise Procedure: Step-by-step procedure for exercising the ROFR, including notice requirements and timelines

4. Schedule 4 - Territory Definition: Detailed description of the geographic territory covered by the license and ROFR

5. Appendix A - Notice Forms: Template forms for various notices required under the agreement

6. Appendix B - Technical Specifications: Technical details of licensed property, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

























Clauses






























Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Media and Entertainment

Telecommunications

Research and Development

Consumer Products

Industrial Products

Healthcare

Energy

Automotive

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research and Development

Compliance

Strategy

Innovation

Technology Transfer

Corporate Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Commercial Director

Chief Technology Officer

Contract Manager

Compliance Officer

Innovation Manager

Research Director

Strategy Director

Chief Legal Officer

Chief Commercial Officer

Technology Transfer Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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