Agreement for a Right of First Refusal Template

Write Your First Refusal Agreement Instantly With Our Easy Template

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Type in your details

Download our template and enter your details in the Agreement. Or, take the clauses you need, to include in another contract.

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Print your completed Agreement, ready for signing.

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Sign-off and you're done!

Get the parties to sign, to secure your first or last right of refusal.

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WHY LEGAL ZEBRA

Write your own First Right of Refusal Agreement!

This Legal Zebra Template helps you put your first right of refusal provisions in black & white instantly.

The Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. However, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted "first right of refusal" clause.

Easy to use

Easy to Use

This Legal Zebra Template helps you put your first right of refusal provisions in black & white instantly. There's no legal mumbo jumbo. The clauses are in simple language that all of the parties will easily understand.

Legally Binding

Legally Binding

The Template guides you step-by-step through the process of making a legally binding Agreement for a Right of First Refusal you can enforce in Court.

Unlimited Edits

Unlimited Edits

Want to change something in the document? No problem. You can make as many changes as you need. The Microsoft Word version is fully editable so you can amend the Agreement for a Right of First Refusal to your heart's content.

Latest update

Latest Update (2022)

The Agreement template is up to date and effective throughout Australia.

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LEARN

Common uses for this first refusal template

First right of refusal to distribute products in Australia

We found some great products in the USA that we would love to sell in Australia. However, before we sign up to a Distribution Agreement with the US supplier, we need to do some background work such as developing our marketing plans and finding customers in Australia.<br><br>

So, we want to put a First Right of Refusal Agreement in place so that the US supplier can't offer the rights to someone else in Australia before offering them to us.

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Right of first refusal to buy shares in a company

Most Shareholder Agreements will give the shareholders a right of first refusal over the other shareholders' shares. <br><br>

The clause usually states that if a shareholder wants to sell their shares, they must first offer them to the existing shareholders before they can sell the shares to a new shareholder. This is also referred to as a "right of pre-emption" or a "pre-emptive right". <br><br>

You can use the Legal Zebra template to secure such a right.

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Right of first refusal over real estate

My business has been operating form the same shop space for many years. I'm about to renew my lease and spend some more money on fit-out but I'm worried that the landlord is going to sell the property. <br><br>

I've told the landlord that I will only renew the lease if he gives me a "right of first refusal" to buy the shop in case he ever wants to sell it while I'm leasing it. He's agreed and we just need a simple document with a first refusal clause, to record the Agreement.

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CHECKLIST

Checklist - What's in the Template?

Here are the key clauses covered in Legal Zebra's Template Agreement for a Right of First Refusal.

General legal tips
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Plus, you'll get easy to follow tips and examples to help you confidently turn your template into a legal document, customised for your requirements.

What opportunity the right of first refusal covers
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You can state what sort of Restricted Agreement the right of first refusal applies to. In other words, someone is restricted from entering into a Restricted Agreement with a third party unless they first offer to enter into that Restricted Agreement with you and you refuse the offer.

How long the right of first refusal lasts
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You can state that your right of first refusal applies for a specified period. Eg, if I sell my home anytime in the next 5 years, I will offer it to you first. But after that period expires, your right of first refusal no longer appplies.

How long you have to accept an offer
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You can state how long a party has to accept or refuse an offer. In other words, how long a party has to take up their right of first refusal before it lapses and the person making the offer is free to deal with a third party.

Governing law for resolving Agreement disputes
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You choose the applicable law if there is a dispute. For example, choose "the laws of NSW" if you live there so you won't have to travel to another state if there is a dispute about the agreement.

The Agreement protects confidential information
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This Agreement includes clauses to protect against disclosure or misuse of confidential information.

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Frequently Asked Questions

What is a "right of first refusal"?
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A right of first refusal is, essentially, a first right to consider an opportunity, before that opportunity can be offered to anyone else. For example, I could say to you that if I ever want to sell my home, I'll offer you the first opportunity (or first right) to negotiate to buy it at the market price. If you reject the opportunity, then I may negotiate and sell the home to anyone else.

By contrast, a right of last refusal is a last right to take up an opportunity, before someone else is permitted to take it up. So, staying with the example where I offer you the opportunity to buy my home. If I promise you a right of last refusal, then I'll need to negotiate with the other parties, agree on the terms of sale with them, and then offer you a final opportunity to buy my house on the terms I have negotiate. If you refuse or reject the offer, of course, I can sell it to someone else, on the same terms I offered you.

Let's look at another example for a First or Last Right of Refusal Agreement. Owen could offer Robert the first or last right to sell Owen's products in Australia. When they sign a Right of First Refusal Agreement, Owen must offer these rights to Robert before Owen can offer them to a third party. If Robert takes up Owen's offer by accepting it, they will have a binding agreement. But if Robert does not accept the offer within the time limit stated in the Agreement, then Owen is free to offer the rights to a third party.

If Robert also has the "last right of refusal" then before Owen can finalise a deal with a third party, Owen will need to check back with Robert and give him a "last right" to accept or refuse the deal before Owen can enter into a final, binding agreement with the third party.

People often ask, "What's the difference between a right of first refusal and a first right of refusal Agreement?"

There is no difference. These terms are used interchangeably.

If you have agreed to give someone a "first right of refusal" or a "last right of refusal", you should document the arrangement in a written Agreement so the terms are in black and white. It helps to clarify expectations and avoid costly disputes.

Similarly, if someone has promised to give you a "last right of refusal" or a "first right of refusal", you should get the arrangement in writing (in black and white) so you can enforce it if they ever change their mind or don't want to honour the arrangement.

When to use the right of first refusal clauses from Legal Zebra's template?
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The Legal Zebra Agreement for a Right of First Refusal template is up to date and suitable for use in all States and Territories of Australia. This means you can use the Legal Zebra Template to make an Agreement for a Right of First Refusal in New South Wales (NSW), Victoria (Vic), Queensland (Qld), etc.

Many people outside Australia also choose to use this template because it is professionally drafted and easy to use.

The template contains a "right of first refusal clause" that can be used as part of another agreement. Or, you can use this as a stand-alone document, where the only relevant clause in the agreement is the first or last refusal clause.

Do you need a lawyer to secure a right of first refusal?
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The Legal Zebra Agreement for a Right of First Refusal template is up to date and suitable for use in all States and Territories of Australia. This means you can use the Legal Zebra Template to make an Agreement for a Right of First Refusal in New South Wales (NSW), Victoria (Vic), Queensland (Qld), etc.

Many people outside Australia also choose to use this template because it is professionally drafted and easy to use.

The template contains a "right of first refusal clause" that can be used as part of another agreement. Or, you can use this as a stand-alone document, where the only relevant clause in the agreement is the first or last refusal clause.

SPECIAL OFFER

Don't let an opportunity slip past you! Secure the first right to take it up with a Right of First Refusal Agreement

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Checked by a Lawyer before signing.

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$1,497
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Lawyer prepares a customised Agreement for you.

Legal advice by email, phone or video.

Interactive PDF & Word Template.

Checked by a Lawyer before and after signing.

Special clauses.

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Best for peace of mind and high value matters

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GET HELP

Need help with your First Refusal Agreement? Talk to an Australian Contracts Lawyer

The First Refusal Agreement Template I've drafted is very easy to fill-in and understand. Therefore, generally, you can put your document in black & white without the help of a lawyer. I'm available to support you as a customer, without further charge, if you have a quick question about customising the template. <br><br> I offer my professional services where you need more robust assistance. For example, I can help you: <br><br> - review and negotiate an Agreement. <br><br> - draft a first refusal clause into your existing Agreement. <br><br> - and, of course, with any curly legal issues. <br><br> I have many years of experience advising on commercial legal matters and crafting agreements for my clients. <br><br> Pick up the phone if you want help. I'm approachable. 🤝

Mr Shanti Rubens B.Com LLB

Lawyer, Legal Zebra
60 Days Guarantee

60 Day Money Back Guarantee

We are confident you will absolutely love the Agreement for a Right of First Refusal because it's easy to use. Clear and concise, without any legal mumbo-jumbo, it suits many Australians seeking to secure their rights.

However, if the Template is not right for you then simply email me to claim a 100% money back refund at any time within 60 days of the date of your purchase.

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