family-law

Right of First Refusal Agreement Template

Use our free Right of First Refusal Agreement template to give a party the first opportunity to purchase an asset or equity before it’s sold to someone else. Customize triggers, notice timelines, and closing steps — then download and print instantly.

RIGHT OF FIRST REFUSAL AGREEMENT TEMPLATE FAQ


What is a right of first refusal (ROFR)?

A Right of First Refusal (ROFR) is a contractual right giving one party the opportunity to purchase an asset (or equity) before the owner sells it to a third party. If the owner receives a bona fide offer, the ROFR holder can match the offer (or buy under defined terms) within a specified time window.


How is it different from a right of first offer?

A right of first offer typically requires the owner to offer the asset to the holder first and negotiate before seeking third-party offers. A ROFR is triggered by a third-party offer and gives the holder the chance to match it. This template is for a ROFR.


What should be included?

Include: what asset is covered, triggers, required notice content, matching terms, timelines, purchase procedure, exceptions (permitted transfers), confidentiality, and what happens if the holder declines.


Can it apply to equity transfers?

Yes. ROFRs are common in shareholder/LLC agreements. This template includes both asset and equity options and an optional permitted transfers list.


Do you need to record it for real estate?

Sometimes. Real estate ROFRs may be recorded or referenced by a memorandum, depending on local law. This template includes an optional recordation/memorandum clause.


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