Right of First Opportunity Agreement Commercialization

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Right of First Opportunity Commercialization Agreement

This Right of First Opportunity Commercialization Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} (the 'Effective Date'),

BETWEEN:

{{party_A_name}}, a company duly incorporated under the laws of {{jurisdiction_A}}, with its principal place of business at {{party_A_address}} (hereinafter referred to as 'Grantor');

AND

{{party_B_name}}, a company duly incorporated under the laws of {{jurisdiction_B}}, with its principal place of business at {{party_B_address}} (hereinafter referred to as 'Grantee').

(Each a 'Party' and collectively the 'Parties')

Recitals

WHEREAS, the Grantor is the owner of or controls certain intellectual property, technology, or a business concept (the 'Subject Opportunity') as further described in Schedule A hereto;

WHEREAS, the Grantee possesses expertise and resources in commercialization and desires to have a right of first opportunity to commercialize the Subject Opportunity;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

Grant of Right of First Opportunity

1.1. The Grantor hereby grants to the Grantee a right of first opportunity to negotiate and enter into an agreement for the commercialization of the Subject Opportunity (the 'Right').

1.2. The Right shall commence on the Effective Date and shall continue for a period of {{opportunity_period}} (the 'Opportunity Period'), unless terminated earlier in accordance with the provisions of this Agreement.

1.3. During the Opportunity Period, the Grantor shall not directly or indirectly offer the commercialization of the Subject Opportunity to any third party without first complying with the terms of this Agreement.

Notice of Opportunity

2.1. In the event the Grantor desires to commercialize the Subject Opportunity, the Grantor shall first notify the Grantee in writing (the 'Notice of Opportunity').

2.2. The Notice of Opportunity shall include, without limitation, a detailed description of the Subject Opportunity, the proposed terms and conditions for its commercialization, and any relevant information that would enable the Grantee to evaluate the opportunity.

Grantee's Response

3.1. Upon receipt of the Notice of Opportunity, the Grantee shall have a period of {{response_period}} days (the 'Response Period') to review the opportunity and provide a written response to the Grantor.

3.2. The Grantee's response shall indicate whether it wishes to pursue negotiations for the commercialization of the Subject Opportunity. If the Grantee expresses interest, it shall provide a non-binding proposal outlining its initial terms for commercialization.

Negotiation Period

4.1. If the Grantee expresses interest in pursuing commercialization, the Parties shall enter into good faith negotiations for a period of {{negotiation_period}} days (the 'Negotiation Period') to agree on a definitive commercialization agreement.

4.2. During the Negotiation Period, the Grantor shall not negotiate with any third party regarding the commercialization of the Subject Opportunity.

Failure to Reach Agreement

5.1. If the Parties fail to reach a definitive commercialization agreement within the Negotiation Period, or if the Grantee declines to pursue the opportunity, the Grantor shall be free to offer the commercialization of the Subject Opportunity to third parties.

5.2. However, the Grantor shall not commercialize the Subject Opportunity with any third party on terms and conditions that are materially more favorable to the third party than those offered to the Grantee without first re-offering the opportunity to the Grantee on such materially more favorable terms.

Confidentiality

6.1. All information exchanged between the Parties during the course of this Agreement concerning the Subject Opportunity, commercialization plans, and terms shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.

6.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

Governing Law and Dispute Resolution

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

7.3. The seat of the arbitration shall be {{arbitration_city}}, and the language of the arbitration shall be English.

General Provisions

8.1. **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

8.2. **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

8.3. **Assignment:** Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

8.4. **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FOR AND ON BEHALF OF [Grantor Company Name]:

_____________________________

Name: {{grantor_signatory_name}}

Title: {{grantor_signatory_title}}

Date: {{grantor_signature_date}}

FOR AND ON BEHALF OF [Grantee Company Name]:

_____________________________

Name: {{grantee_signatory_name}}

Title: {{grantee_signatory_title}}

Date: {{grantee_signature_date}}