Right of First Refusal Agreement
Updated 17 October 2025
This template outlines a Right of First Refusal Agreement, ensuring that a designated Buyer has the first opportunity to purchase a specific Property before it can be offered to third parties. It details the process for the Seller to present bona fide offers to the Buyer and the Buyer's response timeline, culminating in a final purchase by the Buyer if other offers are rejected.
Right of First Refusal Agreement
[name of seller] (hereafter “Seller”) and [name of buyer] (hereafter “Buyer”), having determined that it is in both parties’ best interests to govern the exchange of [name of property] (hereafter “Property”), hereby enter into a contract under the following terms:
The Seller shall not sell, trade, grant or encumber the Property except as provided by the stipulations agreed upon in this contract. The Seller understands that this agreement extends to [his/her] shareholders, heirs, successors, agents or business partners.
If the Seller should receive a bona fide, acceptable and written offer from a third party to buy or trade the Property, [he/she] will first offer the Property to the Buyer in writing at the same price and with the same terms.
The Buyer will have # calendar days from the date [he/she] receives the offer to respond. If [he/she] has not responded by that time, it will constitute a rejection and the Seller will be free to accept an offer from a third party.
If the Buyer accepts the offer, [he/she] will provide a Notice of Acceptance before the deadline. If not, [he/she] will provide a Notice of Refusal.
If the Buyer and all other third parties reject the Seller’s offer, the Buyer will purchase the Property for [amount].
The Seller will deliver the Property to the Buyer no later than # days after purchase.
This agreement will stay in effect until [date], at which time all stipulations and requirements will be considered void.
In witness to their agreement to the terms of this contract, the parties affix their signatures below:
____________________________________ _________________________________
[name of seller] [name of buyer]
[signature] [signature]
[date] [date]
[address] [address]
[city, state, zip] [city, state, zip]
About this template
What is this template?
Right of First Refusal Agreement is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. Always review the final wording against the laws that apply where you live or do business.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.