Right of First Refusal Agreement Template

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Free right of first refusal agreement template for property, business, or asset sale arrangements. Copy, customize, and download instantly.

A right of first refusal agreement gives one party the opportunity to match an offer before a seller transfers property or assets to another buyer. This template is useful for real estate transactions, business ownership arrangements, investments, and private asset sales where parties want to establish purchase priority rights in writing.

When To Use

Use this template when a seller wants to grant a specific individual or entity the first opportunity to purchase property or assets before accepting offers from third parties. It is commonly used in real estate, shareholder agreements, partnerships, and private asset transactions.

Template

RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement (“Agreement”) is entered into on [Date] by and between:

Seller:
Name: [Seller Full Name or Entity]
Address: [Seller Address]

Buyer:
Name: [Buyer Full Name or Entity]
Address: [Buyer Address]

1. PROPERTY OR ASSET DESCRIPTION
The Seller owns the following property or asset (“Property”):

[Describe the property, shares, business interest, equipment, or other asset]

2. GRANT OF RIGHT OF FIRST REFUSAL
The Seller agrees that before selling, transferring, assigning, leasing, or otherwise disposing of the Property to a third party, the Seller shall first offer the Property to the Buyer under the same material terms and conditions offered by the third party.

3. THIRD-PARTY OFFER
If the Seller receives a bona fide written offer from a third party that the Seller intends to accept, the Seller shall provide written notice to the Buyer containing:

- Purchase price
- Material terms of the proposed transaction
- Deadline for acceptance
- Relevant transaction details

4. BUYER RESPONSE PERIOD
The Buyer shall have [Number] calendar days from receipt of written notice to either:

[ ] Accept the offer in writing
[ ] Decline the offer in writing

Failure to respond within the response period shall be considered a rejection of the offer.

5. ACCEPTANCE
If the Buyer accepts the offer within the required timeframe, the parties agree to proceed with the transaction under substantially the same terms presented in the third-party offer.

6. REJECTION OR EXPIRATION
If the Buyer declines the offer or fails to respond before the deadline, the Seller may proceed with the proposed transaction with the third party under terms that are not materially more favorable than those offered to the Buyer.

7. DELIVERY AND TRANSFER
Upon completion of the transaction, the Seller agrees to transfer ownership or possession of the Property within [Number] days unless otherwise agreed in writing.

8. TERM OF AGREEMENT
This Agreement shall remain effective beginning on [Start Date] and ending on [End Date], unless terminated earlier by written agreement between the parties.

9. GOVERNING TERMS
This Agreement shall be interpreted in accordance with applicable laws and any related agreements between the parties.

10. SIGNATURES
By signing below, the parties acknowledge that they understand and agree to the terms of this Agreement.

Seller Signature: __________________________
Printed Name: _____________________________
Date: ____________________________________

Buyer Signature: __________________________
Printed Name: _____________________________
Date: ____________________________________

Example

RIGHT OF FIRST REFUSAL AGREEMENT

Date: July 14, 2026

Seller:
Name: Pinecrest Holdings LLC
Address: 455 Riverfront Avenue

Buyer:
Name: Jonathan Reed
Address: 88 Maple Grove Lane

Property Description:
25% ownership interest in Pinecrest Holdings LLC.

Buyer Response Period:
15 calendar days from written notice.

Transfer Timeline:
Ownership interest shall be transferred within 10 business days after closing.

Agreement Term:
Effective July 14, 2026 through July 14, 2029.

Seller Signature: Michael Turner
Date: July 14, 2026

Buyer Signature: Jonathan Reed
Date: July 14, 2026

Frequently Asked Questions

What is a right of first refusal agreement?

It is an agreement giving one party the opportunity to match a third-party offer before a sale or transfer occurs.

Can this agreement apply to real estate or business interests?

Yes, right of first refusal agreements are commonly used for property, shares, partnerships, and other assets.

What happens if the buyer does not respond in time?

If the buyer fails to respond before the deadline, the seller may usually proceed with the third-party transaction.

Can the seller offer better terms to another buyer later?

Many agreements require the seller to offer substantially similar terms before accepting a more favorable deal elsewhere.

Should response deadlines be included in the agreement?

Yes, clearly defined timelines help avoid misunderstandings and transaction delays.

Right of First Refusal Agreement Template

When To Use

Template

Example

Frequently Asked Questions

What is a right of first refusal agreement?

Can this agreement apply to real estate or business interests?

What happens if the buyer does not respond in time?

Can the seller offer better terms to another buyer later?

Should response deadlines be included in the agreement?

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