[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-right-of-first-refusal-agreement-D5157":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":29,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":30,"breadcrumb":34,"related":42,"customDescModule":184,"customdescription":29,"mdFm":185,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"RIGHT OF FIRST REFUSAL This Confidential Instructions: Right of First Refusal Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Investor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the [YOUR COMPANY NAME], the \"Investor\" is acquiring concurrently with the execution and delivery of this Agreement [NUMBER] shares of the Company's Series A Preferred Stock, par value [AMOUNT] per share (the \"Series A Preferred Stock\"), at a purchase price of [AMOUNT] per share; and WHEREAS, as a condition to the issuance to the Investor of such shares of the Series A Preferred Stock, the Investor has agreed to grant the Company a right of first refusal with respect to such shares of the Series A Preferred Stock and all shares of the common stock, preferred stock, and all other securities of the Company which may be issued to the Investor in exchange for or in respect of such shares of the Series A Preferred Stock in any stock dividend, stock split, reclassification or similar event (together, the \"Shares\"). THEREFORE, the undersigned agree as follows: COMPANY'S RIGHT OF FIRST REFUSAL Before any Shares held by the Investor or any transferee of the Investor (either being sometimes referred to herein as the \"Selling Stockholder\") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the \"Right of First Refusal\"). Notice of Proposed Transfer. The Selling Stockholder shall (a) deliver to the Company a written notice (the \"Notice\") stating: (i) the Selling Stockholder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (\"Proposed Transferee\"); (iii) the number of Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the Shares (the \"Offered Price\"); and (v) the material terms and conditions of the proposed transfer (the \"Offer Terms\") and (b) offer the Shares at the Offered Price and on the Offer Terms to the Company or its assignee(s). Exercise of Right of First Refusal. At any time within [NUMBER] days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Selling Stockholder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. Purchase Price. The purchase price (the \"Purchase Price\") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price, and the terms and conditions of the transferee shall be identical in all material respects to the Offer Terms (the \"Terms\"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Selling Stockholder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof, in any case in accordance with the Terms, within [NUMBER] days after delivery of the written notice by the Company as set forth in Section 2(b). Selling Stockholder's Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Selling Stockholder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms, provided that such sale or other transfer is consummated within [NUMBER] days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Selling Stockholder may be sold or otherwise transferred. Exception for Certain Transfers",null,"Right of First Refusal Agreement","5",44,"doc","https://templates.business-in-a-box.com/imgs/1000px/right-of-first-refusal-agreement-D5157.png","https://templates.business-in-a-box.com/imgs/250px/5157.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5157.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Shareholders & Investors","/templates/shareholders-investors/","right first refusal agreement","Right of First Refusal Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5157.png","https://templates.business-in-a-box.com/imgs/600px/5157.png","\u003Ch4>Securing Opportunities with a Right of First Refusal\u003C/h4>\n\u003Cp>In the dynamic world of business transactions and partnerships, the right of first refusal is a crucial tool for protecting strategic interests. A Right of First Refusal (ROFR) grants an individual or entity the opportunity to enter into a business transaction before the opportunity is made available to other parties. This document is essential for safeguarding business relationships and ensuring that existing partners have the chance to maintain their position.\u003C/p>\n\u003Cp>A Right of First Refusal serves as a protective measure, giving the holder the right to match any offer made by a third party before the transaction proceeds. It ensures that the holder is prioritized in the transaction process, whether it's for purchasing property, shares, or entering into other agreements.\u003C/p>\n\u003Ch5>What is a Right of First Refusal Template?\u003C/h5>\n\u003Cp>A Right of First Refusal template acts as a comprehensive guide that outlines the critical components needed to create a detailed and effective ROFR agreement. This template includes sections such as:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Scope of Rights\u003C/strong> - Clearly defines the specific rights granted, outlining the assets or interests covered by the agreement.\u003C/li>\n\u003Cli>\u003Cstrong>Notice Requirements\u003C/strong> - Specifies the timeline and manner in which notice of a third-party offer must be given to the holder.\u003C/li>\n\u003Cli>\u003Cstrong>Response Time\u003C/strong> - Details the period during which the holder can exercise their right to match the offer or waive their rights.\u003C/li>\n\u003Cli>\u003Cstrong>Matching Terms\u003C/strong> - Describes the terms under which the holder can match the offer, ensuring transparency in the matching process.\u003C/li>\n\u003Cli>\u003Cstrong>Transfer Conditions\u003C/strong> - Outlines the conditions under which the transfer can proceed if the right is not exercised.\u003C/li>\n\u003C/ul>\n\u003Ch5>Supporting Documents for Structuring a Right of First Refusal\u003C/h5>\n\u003Cp>To enhance the clarity and comprehensiveness of a Right of First Refusal, integrating related documents is advisable:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"\">Assignment Agreement:\u003C/a>\u003C/strong> - Facilitates the transfer of the right from one party to another, ensuring a smooth transition of ROFR rights if needed.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"\">Non-Disclosure Agreement (NDA)\u003C/a>\u003C/strong> - Protects sensitive information shared during the offer process, ensuring confidentiality.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"\">Rights of First Refusal Waiver\u003C/a>\u003C/strong> - Documents the waiver of the right by the holder, clearing the way for the transaction with a third party.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Employ a Detailed Template for a Right of First Refusal?\u003C/h5>\n\u003Cp>Utilizing a detailed template for drafting your Right of First Refusal offers significant benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Clear Prioritization\u003C/strong> - Ensures that the holder's rights are respected, prioritizing them in the transaction process.\u003C/li>\n\u003Cli>\u003Cstrong>Legal Protection\u003C/strong> - Provides a legally binding framework that protects the interests of both the holder and the party offering the ROFR.\u003C/li>\n\u003Cli>\u003Cstrong>Transparency\u003C/strong> - Clearly outlines the process and terms for exercising the right, reducing misunderstandings and disputes.\u003C/li>\n\u003Cli>\u003Cstrong>Flexibility\u003C/strong> - Offers a structured approach that can be customized for different transaction types, ensuring adaptability.\u003C/li>\n\u003C/ul>\n\u003Cp>Adopting a comprehensive Right of First Refusal is essential for protecting strategic business interests. It provides a clear and actionable framework for prioritizing the holder's rights, ensuring fair and transparent transaction processes. This fundamental document not only helps safeguard existing relationships but also sets the foundation for future partnerships and business growth.\u003C/p>\n\u003Cp>Updated in April 2024.\u003C/p>\n",[31,16,19,22],{"label":32,"url":33},"Templates","/templates/",[35,36,39],{"label":32,"url":33},{"label":37,"url":38},"Legal Agreements","/templates/business-legal-agreements/",{"label":40,"url":41},"Terms & Warranties","/templates/terms-and-warranties/",[43,47,51,55,59,63,67,71,75,79,83,87,91,108,126,140,154,169],{"label":44,"url":45,"thumb":46,"extension":10},"Waiver of Right of First Refusal","/template/waiver-of-right-of-first-refusal-D5158","https://templates.business-in-a-box.com/imgs/250px/5158.png",{"label":48,"url":49,"thumb":50,"extension":10},"Right of First Opportunity Agreement Commercialization","/template/right-of-first-opportunity-agreement-commercialization-D906","https://templates.business-in-a-box.com/imgs/250px/906.png",{"label":52,"url":53,"thumb":54,"extension":10},"First Supply Agreement","/template/first-supply-agreement-D1243","https://templates.business-in-a-box.com/imgs/250px/1243.png",{"label":56,"url":57,"thumb":58,"extension":10},"Exclusive Right to Sell","/template/exclusive-right-to-sell-D1174","https://templates.business-in-a-box.com/imgs/250px/1174.png",{"label":60,"url":61,"thumb":62,"extension":10},"Notice of Right of Rescission","/template/notice-of-right-of-rescission-D1217","https://templates.business-in-a-box.com/imgs/250px/1217.png",{"label":64,"url":65,"thumb":66,"extension":10},"Refusal of Rejection of Goods","/template/refusal-of-rejection-of-goods-D1118","https://templates.business-in-a-box.com/imgs/250px/1118.png",{"label":68,"url":69,"thumb":70,"extension":10},"Commendation and Refusal of Request for Raise","/template/commendation-and-refusal-of-request-for-raise-D634","https://templates.business-in-a-box.com/imgs/250px/634.png",{"label":72,"url":73,"thumb":74,"extension":10},"Refusal of Request for Letter of Recommendation","/template/refusal-of-request-for-letter-of-recommendation-D496","https://templates.business-in-a-box.com/imgs/250px/496.png",{"label":76,"url":77,"thumb":78,"extension":10},"Checklist Debts To Pay First","/template/checklist-debts-to-pay-first-D12994","https://templates.business-in-a-box.com/imgs/250px/12994.png",{"label":80,"url":81,"thumb":82,"extension":10},"Minutes of Meeting of Directors First","/template/minutes-of-meeting-of-directors-first-D15","https://templates.business-in-a-box.com/imgs/250px/15.png",{"label":84,"url":85,"thumb":86,"extension":10},"Refusal to Accept Late Return of Merchandise","/template/refusal-to-accept-late-return-of-merchandise-D1119","https://templates.business-in-a-box.com/imgs/250px/1119.png",{"label":88,"url":89,"thumb":90,"extension":10},"Notice Following Refusal to Accept Delivery","/template/notice-following-refusal-to-accept-delivery-D1102","https://templates.business-in-a-box.com/imgs/250px/1102.png",{"description":92,"descriptionCustom":6,"label":93,"pages":94,"size":95,"extension":10,"preview":96,"thumb":97,"svgFrame":98,"seoMetadata":99,"parents":101,"keywords":100,"url":107},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":100,"description":6},"shareholders agreement",[102,104],{"label":37,"url":103},"business-legal-agreements",{"label":105,"url":106},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":109,"descriptionCustom":6,"label":110,"pages":111,"size":112,"extension":10,"preview":113,"thumb":114,"svgFrame":115,"seoMetadata":116,"parents":117,"keywords":124,"url":125},"OPTION TO BUY AGREEMENT This Option to Buy Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME] (the \"Buyer\"), an individual with his principal place of living located at: [COMPLETE ADDRESS] Buyer hereby pays to Owner the sum of $[AMOUNT] in consideration for this option, which option [SHALL OR SHALL NOT] be credited to the purchase price if option exercised.","Option to Buy Agreement","1",29,"https://templates.business-in-a-box.com/imgs/1000px/option-to-buy-agreement-D336.png","https://templates.business-in-a-box.com/imgs/250px/336.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#336.xml",{"title":6,"description":6},[118,121],{"label":119,"url":120},"Finance & Accounting","finance-accounting",{"label":122,"url":123},"Buy & Sell Shares","buy-sell-shares","option to buy agreement","/template/option-to-buy-agreement-D336",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":95,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":135,"keywords":138,"url":139},"CO-FOUNDER AGREEMENT This Co-Founder Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME], (the \"Company\" or \"Corporation\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [CO-FOUNDER NAME], (the \"Co-founder\"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Company or Corporation and Co-founder shall be referred to as the \"Parties.\" WHEREAS the Company is engaged in the business of [SPECIFY THE BUSINESS]; WHEREAS the Company wishes to add the Co-founder as an additional founder of the Company (the \"Co-founder\" or \"Additional Founder\"). NOW THEREFORE in consideration of the covenants contained herein, and in connection with such collaboration of the business concept and technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Founders to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows: CAPITAL CONTRIBUTIONS AND EXPENSES Capital Contribution. The Co-founder hereby commits to contribute up to [SPECIFY AMOUNT] toward Company expenses when called on by the Company, as non-refundable capital contributions. Additional Capital Contribution. The Co-founder may make additional capital contributions in the form of cash and prepaid expenses from time to time to fund the Company's ongoing capital and operating needs. ROLES AND RESPONSIBILITIES Co-Founder's Contribution. The Co-founder shall, using best efforts, contribute to the development of the Product or Service pursuant to the Founder's \"Role and Responsibility\" description as set out at Schedule 2 attached hereto. OWNERSHIP Intellectual Property. The Co-Founder shall grant and assign to the Company immediately, incorporation of all of his or her rights, title, and interest in the Product or Service (including all rights, title and interest in the intellectual property and all applications thereto), including waiving all moral rights, and assigning all patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work products that result from any task or work performed by the Co-Founder that relates to the Product or Service for the full term of such rights (the \"Transfer\"). Ownership of the Company: The Co-Founder will have an equal ownership interest in the Company. The Co-Founder's ownership interests need not be represented by a certificate or any other evidence beyond that contained in this Agreement. If a Founder requests, the Company will issue a certificate evidencing the Founder's interest. The certificate must contain a legend noting that the ownership interest is subject to legal and contractual restrictions on transfer. Transfer to Company. The Co-Founder acknowledges and agrees that any discovery, invention, secret process or improvement in procedure made or discovered by the Co-Founder in connection with or in any way affecting or relating to the Product or Service or capable of being used or adapted for use in the Product or Service shall immediately be disclosed to the Company and shall belong to and be the absolute property of the Company. EQUITY DISTRIBUTION & VESTING Equity Distribution. Subject to this Section 4, the Shares of the Corporation shall be issued to the Co-Founder according to the distribution chart below (the \"Founder Equity\"): Name Equity Distribution (%) [ADDITIONAL FOUNDER NAME] [EQUITY PERCENTAGE] Ordinary Distribution. The Company may (but is not required to) make ordinary distributions to the Co-Founder out of cash received by the Company (excluding new capital contributions or loans), less all accounts payable and reserves against anticipated expenses from time to time, as determined by a majority of Founders. All distributions must be made in the following order: First, in equal proportion to all Founders who have contributed cash that has not been repaid, until each Founder has been paid out to the extent of such contributions in full; Second, to all Founders in equal proportion. Vesting. The Equity shall be issued pursuant to point 4.1 and shall vest to the Co-founder over [SPECIFY NUMBER OF YEARS FOR VESTING], and the Co-founder shall enter into a customary stock restriction agreement on the Incorporation Date outlining such vesting. Issuance of Shares. The Shares issued to the Co-founder shall come from the same series and class of Shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the Shares issued to the Co-founder. RESTRICTIONS The Co-founder may not transfer, pledge or otherwise encumber any Shares or any ownership or entitlement to ownership of the Corporation or of the Product or Service described herein without the unanimous written consent of the Founders. OPPORTUNITIES AND DUTIES TO THE COMPANY The Co-founder must refer to the Company, in writing, all opportunities to participate in a business or activity that is directly competitive with the Project within [GEOGRAPHIC REGION], whether as an employee, consultant, officer, director, advisor, investor, or partner. The Company will have [NUMBER OF DAYS] days to decide whether to pursue any referred opportunity, and to notify the referring Co-founder of its decision in writing. If the Company elects not to pursue the opportunity, or if it does not notify the referring Co-founder of its intent in writing within the [NUMBER OF DAYS] days period, then the referring Founder will be free to pursue the opportunity independently. If the Company elects to pursue the opportunity, but later abandons it, then the referring Founder will be free to pursue the opportunity independently at such time. CONFIDENTIALITY AND NON-COMPETE Confidentiality. The Co-founder agrees to keep all non-public information with respect to Project intellectual property (IP) confidential and not to disclose it to any other party, except (i) to attorneys and advisors who need to know in connection with performing their duties, (ii) to potential business development partners and/or investors approved by the Company in writing, and who are bound by a confidentiality agreement in writing, and (iii) in response to an inquiry from a legal or regulatory authority. The Co-founder agrees to keep the Product or Service confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders","Co-Founder Agreement","10","https://templates.business-in-a-box.com/imgs/1000px/co-founder-agreement-D13317.png","https://templates.business-in-a-box.com/imgs/250px/13317.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13317.xml",{"title":134,"description":6},"co-founder agreement",[136],{"label":17,"url":137},"business-plan-kit","co founder agreement","/template/co-founder-agreement-D13317",{"description":141,"descriptionCustom":6,"label":142,"pages":143,"size":144,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":149,"keywords":152,"url":153},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[150,151],{"label":119,"url":120},{"label":122,"url":123},"share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":95,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":168},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":162,"description":6},"non disclosure agreement nda",[164,165],{"label":37,"url":103},{"label":166,"url":167},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":170,"descriptionCustom":6,"label":171,"pages":157,"size":172,"extension":10,"preview":173,"thumb":174,"svgFrame":175,"seoMetadata":176,"parents":177,"keywords":182,"url":183},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[178,179],{"label":119,"url":120},{"label":180,"url":181},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",true,{"seo":186,"reviewer":199,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":258,"clauses":295,"how_to_fill":346,"common_mistakes":387,"faqs":412,"industries":443,"comparisons":460,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":517,"classification":518},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190},"Right of First Refusal Agreement Template (Free Word)","Free right of first refusal agreement template for real estate, shareholder agreements, and licensing deals. Used in 190+ countries. Free Word and PDF download.","right of first refusal agreement template",[191,192,193,194,195,196,197,198],"right of first refusal template","right of first refusal agreement word","rofr agreement template","right of first refusal contract","right of first refusal real estate template","shareholder right of first refusal template","first right of refusal agreement free download","rofr clause template",{"name":200,"credential":201,"reviewed_date":202},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":204,"legal_review_recommended":184,"signature_required":184},"advanced",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"A Right of First Refusal Agreement is a legally binding contract that grants one party — the holder — the right to match a bona fide third-party offer to purchase an asset before the owner may accept that offer and sell to the outside buyer. This free Word download covers all material terms: trigger events, notice periods, matching mechanics, and expiry — ready to edit online and export as PDF.\n","Use it when a shareholder, business partner, landlord, licensor, or property owner wants to give a designated party the opportunity to step in and match any sale before it closes. Common triggers include co-founder equity sales, commercial lease renewals, real estate transactions, and IP licensing arrangements.\n","Defined trigger events and covered assets, notice and delivery requirements, offer-matching period and mechanics, price and terms matching provisions, transfer restrictions, exceptions and carve-outs, termination conditions, and governing law — structured for both standalone agreements and insertion into existing shareholder or lease documents.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders and co-founders","Preventing equity from passing to unknown third parties when a co-founder exits","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Commercial landlords","Granting a tenant the right to buy the property before listing it for sale","persona-landlord",{"title":219,"use_case":220,"icon_asset_id":221},"Real estate investors","Securing priority purchase rights on a property before a seller accepts outside offers","persona-real-estate-investor",{"title":223,"use_case":224,"icon_asset_id":225},"Corporate counsel and in-house lawyers","Drafting ROFR provisions for shareholder agreements or M&A term sheets","persona-corporate-counsel",{"title":227,"use_case":228,"icon_asset_id":229},"IP licensors and content creators","Giving a preferred licensee the first opportunity to match competing bids on a license renewal","persona-ip-licensor",{"title":231,"use_case":232,"icon_asset_id":233},"Private equity and venture investors","Protecting pro-rata rights and share purchase priority across funding rounds","persona-investor",[235,239,242,245,248,252,255],{"situation":236,"recommended_template":237,"slug":238},"Protecting equity ownership in a startup or private company","Right of First Refusal Agreement (Shareholder)","right-of-first-refusal-agreement-D5157",{"situation":240,"recommended_template":241,"slug":238},"Granting a tenant priority purchase rights on commercial property","Right of First Refusal Agreement (Real Estate)",{"situation":243,"recommended_template":244,"slug":238},"Giving a licensee first opportunity to renew or expand an IP license","Right of First Refusal Agreement (IP / Licensing)",{"situation":246,"recommended_template":247,"slug":238},"Giving a party the right to negotiate before the owner accepts any offer at all","Right of First Negotiation Agreement",{"situation":249,"recommended_template":250,"slug":251},"Locking in a purchase price and timeline before a third-party offer arrives","Option to Purchase Agreement","option-to-buy-agreement-D336",{"situation":253,"recommended_template":93,"slug":254},"Formalizing all shareholder transfer restrictions including ROFR in one document","shareholders-agreement-D1016",{"situation":256,"recommended_template":128,"slug":257},"Documenting a co-founder's equity arrangements and buyout triggers at formation","co-founder-agreement-D13317",[259,262,265,268,271,274,277,280,283,286,289,292],{"term":260,"definition":261},"Right of First Refusal (ROFR)","A contractual right entitling the holder to match a bona fide third-party offer to purchase an asset before the owner may accept that offer.",{"term":263,"definition":264},"ROFR Holder","The party who holds the right — they may match the third-party offer but are not obligated to do so.",{"term":266,"definition":267},"Grantor / Owner","The party who owns the asset subject to the ROFR and who must provide notice before accepting any qualifying offer.",{"term":269,"definition":270},"Trigger Event","The specific action — typically a bona fide written third-party offer — that activates the holder's right to exercise the ROFR.",{"term":272,"definition":273},"Bona Fide Offer","A genuine, arms-length offer from a financially capable third-party buyer on commercially reasonable terms — not a sham offer designed to manipulate the ROFR price.",{"term":275,"definition":276},"Matching Period","The defined window — typically 10 to 30 days — during which the ROFR holder must elect to match the third-party offer or forfeit the right for that transaction.",{"term":278,"definition":279},"Right of First Negotiation (ROFN)","A weaker variant requiring the owner to negotiate with the holder before soliciting third-party offers — the holder cannot match a specific offer, only negotiate on undefined terms.",{"term":281,"definition":282},"Drag-Along Right","A shareholder agreement provision allowing majority shareholders to force minority holders to sell on the same terms — can interact with ROFR provisions and override them.",{"term":284,"definition":285},"Tag-Along Right","A minority shareholder protection allowing minority holders to join a sale on the same terms as the selling majority — distinct from ROFR but often drafted alongside it.",{"term":287,"definition":288},"Transfer Restriction","A contractual limit on a party's ability to sell, assign, pledge, or otherwise dispose of an asset without satisfying specified conditions such as a ROFR.",{"term":290,"definition":291},"Carve-Out","Defined transfers that do not trigger the ROFR — typically intra-family transfers, transfers to wholly owned affiliates, or pledges to lenders.",{"term":293,"definition":294},"Lapse","The expiry of the ROFR holder's right for a specific transaction because the holder failed to exercise within the matching period.",[296,301,306,311,316,321,326,331,336,341],{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Parties and recitals","Identifies the grantor (asset owner) and the ROFR holder by full legal name, describes the relationship between them, and states the purpose of the agreement.","This Right of First Refusal Agreement (the 'Agreement') is entered into as of [DATE] by and between [GRANTOR FULL LEGAL NAME] ('Grantor') and [HOLDER FULL LEGAL NAME] ('Holder'). The parties are [shareholders / landlord and tenant / licensor and licensee] with respect to [ASSET DESCRIPTION].","Using trade names or informal names instead of registered legal entity names. Enforcement becomes complicated if the contracting entity differs from the entity that actually owns the asset.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Description of covered asset","Precisely identifies the asset subject to the ROFR — shares, real property, IP rights, or other property — so that neither party can dispute what is and is not covered.","The ROFR applies to [NUMBER] shares of [CLASS] stock in [COMPANY NAME] registered in the name of Grantor (the 'Covered Shares') / the real property located at [FULL LEGAL ADDRESS], as described in Schedule A (the 'Property').","Describing the asset vaguely as 'Grantor's interest' without specifying share class, certificate numbers, or a legal property description. Ambiguity allows a seller to argue that only part of the asset is covered.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Trigger events","Defines exactly which proposed transfers activate the ROFR — typically any sale, transfer, assignment, or disposal to a third party — and lists specific carve-outs that do not trigger it.","The ROFR is triggered upon Grantor's receipt of a bona fide written offer from a third party to purchase all or any portion of the Covered Asset. The following transfers are excluded from this ROFR: (a) transfers to Grantor's wholly owned affiliates; (b) [ADDITIONAL CARVE-OUTS].","Forgetting to carve out permitted transfers to affiliates or family trusts. A missing carve-out can block routine internal restructuring and create unintended breach exposure.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Notice requirements","Requires the grantor to deliver written notice to the holder promptly after receiving a qualifying third-party offer, including a copy of the full offer with all material terms.","Within [5] business days of receiving a bona fide offer, Grantor shall deliver written notice to Holder (the 'ROFR Notice') including: (a) the full name of the proposed buyer; (b) the offered price; (c) the proposed closing date; and (d) all other material terms, accompanied by a copy of the written offer.","Allowing oral notice or notice by email without read-receipt confirmation. Disputes about whether notice was actually received can void the entire exercise period.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Matching period and exercise mechanics","Sets the window during which the holder must elect to exercise the ROFR by delivering written notice to the grantor, and specifies what happens if the holder does not respond.","Holder shall have [20] business days from receipt of the ROFR Notice (the 'Exercise Period') to elect to purchase the Covered Asset on the same price and terms as the third-party offer. Exercise is effected by delivering written notice to Grantor. Failure to respond within the Exercise Period constitutes a waiver for that transaction.","Setting the exercise period without specifying whether 'days' means calendar days or business days. In cross-border deals, this can add 7–10 days of ambiguity around holidays.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Price and terms matching","Confirms that the holder must match the complete set of terms in the third-party offer — not just the price — including payment structure, contingencies, and closing timeline.","To exercise the ROFR, Holder must match all material terms of the third-party offer, including purchase price, payment method, earnest money deposit, closing date of [DATE], and all contingencies. Where the third-party offer includes non-cash consideration, the parties shall agree on a fair market value within [5] business days, failing which an independent appraiser shall determine value.","Requiring only price matching without addressing non-cash consideration (shares, earn-outs, assumed liabilities). A third party can structure an offer with complex non-cash terms specifically to make it harder for the ROFR holder to match.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Closing mechanics","Establishes what happens after the holder exercises — the timeline to sign a purchase agreement, deposit requirements, and the consequences of a holder who exercises but fails to close.","If Holder timely exercises the ROFR, the parties shall execute a purchase agreement within [10] business days on the same terms as the third-party offer. If Holder fails to close by [DATE] after exercising, Holder shall forfeit the right for that transaction and Grantor may sell to the third party on the same or less favorable terms.","No consequence for a holder who exercises but fails to close. Without a forfeiture provision, the holder can effectively block a sale indefinitely without committing to buy.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Expiry and termination","States the conditions under which the ROFR terminates entirely — e.g., a defined end date, completion of an IPO, or acquisition of the company — and confirms that a lapsed ROFR for one transaction does not affect future transactions.","This ROFR shall terminate upon the earliest of: (a) [DATE]; (b) an initial public offering of [COMPANY NAME]; (c) a change-of-control transaction approved by holders of [X]% of outstanding shares; or (d) mutual written agreement of the parties. A waiver or lapse of the ROFR for any single transaction shall not affect Holder's rights with respect to future transactions.","No termination event tied to a liquidity event. A ROFR that survives an IPO or company sale creates a cloud on title and can block the entire transaction.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Transfer restrictions and binding effect","Prohibits the grantor from selling the covered asset to a third party on materially better terms than those disclosed to the holder, and binds the agreement to successors and assigns.","Grantor shall not sell the Covered Asset to any third party on terms materially more favorable than those presented in the ROFR Notice without first re-offering those terms to Holder. This Agreement shall be binding upon and inure to the benefit of the parties' successors, heirs, and permitted assigns.","No re-offer obligation when material terms improve. A seller who renegotiates a lower price after the holder lapses can complete the sale without the holder ever seeing the final, better terms.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — including venue and choice of law.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be resolved by [binding arbitration / mediation followed by litigation] in [CITY / VENUE], except that either party may seek injunctive relief in any court of competent jurisdiction without posting bond.","Choosing a governing law jurisdiction that has no connection to where the asset is located. For real property, most courts apply the law of the situs regardless of what the contract says.",[347,352,357,362,367,372,377,382],{"step":348,"title":349,"description":350,"tip":351},1,"Identify and name the parties correctly","Enter the grantor's and holder's full registered legal names — not trade names or individual first names. For corporate entities, include the state or province of incorporation and the entity type.","Check the corporate registry for the exact legal name. A mismatch between the contract name and the entity that actually holds title can make the agreement unenforceable against a successor.",{"step":353,"title":354,"description":355,"tip":356},2,"Describe the covered asset with precision","For shares, specify the class, number of shares, and certificate numbers if available. For real property, use the full legal description from the deed. For IP rights, reference the specific license agreement, patent number, or copyright registration.","Attach a Schedule A with the complete asset description so the body of the agreement stays readable and the schedule can be updated without amending the main document.",{"step":358,"title":359,"description":360,"tip":361},3,"Define the trigger events and carve-outs","List every type of transfer that activates the ROFR — sale, assignment, pledge, bequest — and then explicitly list transfers that do not trigger it, such as intra-affiliate transfers or pledges to institutional lenders.","Carve-outs should mirror the permitted transfer provisions in any related shareholder agreement or lease to avoid inconsistent obligations.",{"step":363,"title":364,"description":365,"tip":366},4,"Set the notice format and delivery method","Specify that the ROFR Notice must be in writing, delivered by a traceable method (overnight courier, email with read-receipt, or registered mail), and must include a complete copy of the third-party offer.","Requiring a copy of the full third-party offer — not just a summary — prevents selective disclosure and gives the holder everything needed to make an informed matching decision.",{"step":368,"title":369,"description":370,"tip":371},5,"Set the exercise period in business days","Choose a matching period appropriate to the asset type: 10–15 business days for liquid shares, 20–30 business days for real property requiring financing or appraisal. Always use 'business days' rather than 'calendar days' to account for holidays.","For real estate ROFRs, 20 business days is the practical minimum if the holder may need to arrange financing — 10 days is almost always too short.",{"step":373,"title":374,"description":375,"tip":376},6,"Address non-cash consideration explicitly","If the third-party offer includes shares, earn-outs, assumed liabilities, or other non-cash components, specify how the holder must match those terms — or provide a mechanism (independent appraisal) to convert non-cash consideration to a cash equivalent.","Without a non-cash matching mechanism, a creative third party can structure an offer the holder cannot legally replicate, effectively defeating the ROFR.",{"step":378,"title":379,"description":380,"tip":381},7,"Add termination events tied to liquidity","Include automatic termination triggers: IPO, change-of-control acquisition, dissolution of the company, or a fixed sunset date. Confirm that a lapse on one transaction does not extinguish the right for future transactions.","M&A counsel for an acquirer will flag any ROFR that survives a change of control as a deal blocker — include the termination event to keep the company fundable and acquirable.",{"step":383,"title":384,"description":385,"tip":386},8,"Sign before the asset is listed or marketed","Both parties must execute the agreement before the grantor receives any qualifying third-party offer. A ROFR signed after an offer is already on the table is of uncertain enforceability and may be challenged as lacking consideration.","Execute the ROFR as part of the same closing package as the underlying shareholder agreement, lease, or license — same date, same notary or witness if required.",[388,392,396,400,404,408],{"mistake":389,"why_it_matters":390,"fix":391},"Vague asset description","If the covered asset is described only as 'Grantor's interest,' the seller can argue the ROFR applies only to a partial interest or excludes recently acquired shares, letting the core asset slip through.","Attach a Schedule A with the complete legal description of the asset — share certificate numbers, legal property description, or IP registration details — and reference it in the body of the agreement.",{"mistake":393,"why_it_matters":394,"fix":395},"No consequence for a holder who exercises but fails to close","A holder can exercise to block a sale without any intention of buying, leaving the grantor unable to complete the third-party deal and without recourse for months.","Include a forfeiture provision: if the holder exercises but fails to sign the purchase agreement within 10 business days or fails to close by a fixed date, the right lapses for that transaction and the grantor may proceed with the third party.",{"mistake":397,"why_it_matters":398,"fix":399},"No re-offer obligation after material terms improve","A seller can present the holder with a high-price offer, wait for the holder to lapse, then renegotiate a lower price with the third party and close — the holder never gets to match the actual deal.","Add a clause requiring the grantor to re-deliver notice to the holder if the third-party offer is amended to terms materially more favorable to the buyer than those in the original ROFR Notice.",{"mistake":401,"why_it_matters":402,"fix":403},"Governing law chosen without regard to asset location","For real property, courts almost universally apply the law of the state or country where the property is located, regardless of what the contract says. Choosing a different governing law creates a conflict the drafter loses.","For real estate ROFRs, select the governing law of the jurisdiction where the property sits. For equity ROFRs, select the jurisdiction of incorporation of the company whose shares are covered.",{"mistake":405,"why_it_matters":406,"fix":407},"Missing termination on liquidity event","A ROFR that does not terminate on an IPO or acquisition becomes a cloud on title that M&A counsel will flag as a deal blocker, potentially killing the transaction or requiring a costly consent process.","Add explicit termination triggers for IPO, change of control, and dissolution. Confirm in writing with the holder that the ROFR is extinguished at closing of any qualifying liquidity event.",{"mistake":409,"why_it_matters":410,"fix":411},"No mechanism to value non-cash consideration","If a third-party offer includes shares in a private company, earn-outs, or assumed debt, the holder may be unable to match the offer as presented — and the agreement gives no guidance on how to resolve the standoff.","Add a provision requiring the parties to agree on a cash-equivalent value within 5 business days, with an independent appraiser appointed by a neutral third party (e.g., the applicable bar association or a named accounting firm) if they cannot agree.",[413,416,419,422,425,428,431,434,437,440],{"question":414,"answer":415},"What is a right of first refusal agreement?","A right of first refusal agreement is a contract that gives a designated party — the holder — the right to match a bona fide third-party offer to purchase an asset before the owner may accept it. The holder is not obligated to buy; they simply have a priority window to step in on the same terms as the outside offer. ROFRs are common in shareholder agreements, commercial real estate leases, and IP licensing arrangements.\n",{"question":417,"answer":418},"What is the difference between a right of first refusal and a right of first negotiation?","A right of first refusal (ROFR) activates only after the owner receives a specific third-party offer — the holder can match those exact terms. A right of first negotiation (ROFN) requires the owner to negotiate with the holder before soliciting any outside offer, but does not give the holder a fixed price or terms to match. A ROFR is stronger protection for the holder; a ROFN is less restrictive for the owner.\n",{"question":420,"answer":421},"Is a right of first refusal legally binding?","Yes, a properly executed right of first refusal agreement is generally enforceable as a binding contract when it meets the standard requirements of offer, acceptance, and consideration. Courts in most jurisdictions will grant specific performance or damages if the grantor sells to a third party without honoring the ROFR. Enforceability can be limited if the asset description is vague, the notice provisions are not followed, or the agreement was signed after a qualifying offer was already received.\n",{"question":423,"answer":424},"How long should the exercise period be in a right of first refusal agreement?","For equity interests in a private company, 10 to 15 business days is typical — the holder generally knows the company's value well enough to decide quickly. For real property, 20 to 30 business days is more appropriate because the holder may need to arrange financing or commission an appraisal. Always express the period in business days to avoid ambiguity around weekends and public holidays in cross-border transactions.\n",{"question":426,"answer":427},"What transfers should be carved out of a right of first refusal?","Standard carve-outs typically include transfers to wholly owned affiliates of the grantor, transfers to family members or revocable trusts for estate planning purposes, pledges of the asset as collateral to institutional lenders, and transfers resulting from a court order or operation of law. The carve-outs should mirror the permitted transfer provisions in any related shareholder agreement or lease to avoid inconsistent obligations.\n",{"question":429,"answer":430},"Does a right of first refusal prevent a company from being acquired?","It can, if not drafted carefully. A ROFR that survives a change-of-control transaction requires the acquirer to offer every ROFR holder the opportunity to match the acquisition price — practically speaking, this can make the company difficult to sell. Most well-drafted ROFRs include automatic termination on an IPO or change-of-control transaction to prevent this outcome. M&A counsel will flag any surviving ROFR as a deal risk.\n",{"question":432,"answer":433},"Can a right of first refusal be waived?","Yes. The holder can waive the right for any specific transaction by delivering written notice during or after the exercise period. A lapse — failing to respond within the exercise period — typically constitutes a waiver for that transaction only and does not extinguish the right for future transactions. The agreement should state this explicitly to prevent a grantor from arguing that a single lapse terminates the ROFR permanently.\n",{"question":435,"answer":436},"How does a right of first refusal differ from an option to purchase?","An option to purchase gives the holder the right to buy an asset at a predetermined price during a fixed window, regardless of whether the owner has received a third-party offer. A ROFR is reactive — it only activates when the owner receives an actual outside offer, and the holder must match that offer's price and terms rather than exercising at a pre-agreed price. Options are stronger for buyers; ROFRs are less burdensome for owners.\n",{"question":438,"answer":439},"What happens if the grantor sells without honoring the right of first refusal?","If the grantor sells to a third party without delivering the required notice or allowing the matching period to run, the holder typically has two remedies: a claim for damages equal to the benefit lost, or an action for specific performance to unwind the sale and complete it with the holder on the same terms. Courts in most common-law jurisdictions are willing to grant specific performance for real property and unique assets; monetary damages are more common for equity interests.\n",{"question":441,"answer":442},"Does a right of first refusal need to be recorded or registered?","For real property ROFRs, recording against the title in the relevant land registry is strongly recommended — and in some jurisdictions required — to bind subsequent purchasers who take without notice of the right. Unrecorded ROFRs typically bind only the original grantor and may be extinguished by a buyer who takes title without actual knowledge of the right. For equity ROFRs, the right is typically noted in the company's share register or cap table rather than registered publicly.\n",[444,448,452,456],{"industry":445,"icon_asset_id":446,"specifics":447},"Technology / SaaS","industry-saas","ROFR provisions in shareholder and investor rights agreements protect co-founders and VCs from dilution or unwanted cap table entrants when a founding team member or early investor exits.",{"industry":449,"icon_asset_id":450,"specifics":451},"Real Estate","industry-real-estate","Commercial tenants and adjacent landowners use ROFRs to secure priority purchase rights on leased premises or neighboring parcels before they are listed on the open market.",{"industry":453,"icon_asset_id":454,"specifics":455},"Media and Entertainment","industry-media","IP licensors grant ROFRs to preferred publishers or studios for sequels, adaptations, or territory expansions — giving the incumbent partner the first opportunity to match any competing bid.",{"industry":457,"icon_asset_id":458,"specifics":459},"Private Equity and Venture Capital","industry-fintech","Investors include ROFRs in term sheets and shareholder agreements to maintain pro-rata ownership and prevent secondary sales to competitors or non-aligned strategic buyers.",[461,464,467,470],{"vs":250,"vs_template_id":462,"summary":463},"option-to-purchase-agreement-D5138","An option to purchase gives the holder the right to buy at a pre-agreed price during a fixed window, regardless of whether the owner intends to sell. A ROFR only activates when a real third-party offer arrives and requires the holder to match that specific price. Options offer buyers stronger price certainty; ROFRs are less restrictive for owners who have no current intention to sell.",{"vs":93,"vs_template_id":465,"summary":466},"shareholders-agreement-D209","A shareholders agreement is a comprehensive governance document covering voting rights, dividend policy, drag-along, tag-along, and share transfer restrictions — of which ROFR is one provision. A standalone ROFR agreement is used when parties want to document the right independently without renegotiating a full shareholders agreement, or when the asset is not equity.",{"vs":247,"vs_template_id":468,"summary":469},"D{ROFN_PLACEHOLDER_ID}","A right of first negotiation requires the owner to negotiate exclusively with the holder before approaching any third party, but does not give the holder a specific offer to match. It provides weaker protection for the holder and is more flexible for the owner. A ROFR is triggered by an actual third-party offer and gives the holder concrete matching rights.",{"vs":128,"vs_template_id":471,"summary":472},"co-founders-agreement-D12715","A co-founder agreement sets out equity splits, vesting schedules, roles, and decision-making authority at company formation. While it may include a ROFR clause as one provision among many, it does not provide the detailed notice mechanics, matching procedures, and termination provisions of a standalone ROFR agreement. For companies where share transfer restrictions are particularly critical, a separate ROFR agreement provides more enforceable specificity.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Co-founders documenting standard equity transfer restrictions at early-stage company formation with straightforward cap tables","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Commercial real estate ROFRs, investor rights agreements with multiple holders, or situations involving non-cash consideration","$400–$900","2–5 business days",{"best_for":483,"cost":484,"time":485},"Cross-border transactions, complex cap tables with multiple share classes, M&A contexts where ROFR interacts with drag-along and tag-along provisions","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","ROFR enforceability is governed by state law, which varies significantly. Courts in most states will grant specific performance for real property ROFRs. California courts have historically been receptive to enforcement but scrutinize vague asset descriptions closely. For real estate, recording the ROFR in the county deed registry is essential to bind subsequent purchasers under the recording acts. Post-2024 FTC rules do not directly affect ROFRs, but counsel should confirm no state-specific restrictions apply to the asset class.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian courts treat ROFRs as specifically enforceable in equity for real property and unique assets. Provincial land title systems in Ontario, BC, and Alberta require registration of the ROFR to bind purchasers who take without notice. Quebec civil law applies distinct rules under the Civil Code of Quebec — ROFRs are recognized as a pact of first refusal (pacte de préférence) but require strict compliance with the notice provisions to be enforceable. Corporate ROFRs in federally or provincially incorporated companies are typically governed by the applicable Business Corporations Act.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","English courts enforce ROFRs as options in equity and are willing to grant injunctions to restrain a breach. For land, the right must be registered as an interest against the title at HM Land Registry to bind a buyer of the registered estate. Stamp Duty Land Tax (SDLT) implications should be considered where a ROFR over real property is granted for consideration. Scottish law applies its own rules on real burdens and personal real rights, which may affect the enforceability of property ROFRs in Scotland.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","ROFR treatment varies substantially across EU member states. In Germany, a Vorkaufsrecht (right of first purchase) attached to real property must be notarially recorded to bind third parties, and the Civil Code sets out a detailed statutory framework. French law recognizes the pacte de préférence and will void sales that breach it if the buyer knew of the right. GDPR may apply where the ROFR notice and exercise process involves sharing personal data about prospective third-party buyers across borders.",[254,251,257,508,509,510,511,512,513,514,515,516],"share-purchase-agreement-deemed-dividend-D342","non-disclosure-agreement-nda-D12692","term-sheet-D473","investment-agreement-D12831","buy-sell-agreement-D12611","letter-of-intent_acquisition-of-business-D5197","license-agreement-D163","lease-agreement-D1179","asset-purchase-agreement-D928",{"emit_how_to":184,"emit_defined_term":184},{"primary_folder":103,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":528},"terms-and-warranties","agreement","general","all-stages",[524,525,520,526,527],"contract","legal","right-of-first-refusal","asset-purchase",0.95,"\u003Ch2>What is a Right of First Refusal Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Right of First Refusal Agreement\u003C/strong> is a legally binding contract that grants one party — the holder — the right to match a bona fide third-party offer to purchase a specified asset before the owner may accept that offer and complete the sale. The holder is not obligated to buy; they simply receive a priority window, defined by the matching period, to step in on the identical price and terms presented by the outside buyer. If the holder does not exercise within the matching period, the grantor is free to close with the third party. ROFRs appear most frequently in shareholder agreements (protecting co-founders and investors from unwanted cap table entrants), commercial real estate leases (giving tenants priority purchase rights), and IP licensing arrangements (giving an incumbent licensee the first opportunity to match a competing bid on a renewal or expansion).\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written ROFR agreement, a shareholder can sell equity to a competitor, a landlord can sell a commercial property to an unfamiliar buyer, or an IP licensor can award a competing license — all without giving the party most affected any notice or opportunity to respond. The absence of a documented right means the aggrieved party's only recourse is litigation over an oral understanding, which is expensive and rarely successful. A properly drafted ROFR agreement closes that gap: it forces the grantor to deliver written notice before any qualifying sale, gives the holder a defined window to act, and creates an enforceable remedy — including specific performance in most jurisdictions — if the grantor sells without following the procedure. For startup founders in particular, failing to include ROFR provisions at formation routinely leads to equity ending up with unknown third parties, disrupting governance and future fundraising rounds. This template provides the complete framework — trigger events, notice mechanics, matching procedures, non-cash consideration provisions, and termination on liquidity events — so you can document the right clearly before it is ever tested.\u003C/p>\n",1781186021303]