Is an e-signature valid on a ROFR?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.

Do I need to record a ROFR for real property?

Recording is not always required but is recommended to protect against third‑party purchasers; recording rules vary by county and state, so consult local recording practice.

What triggers the holder’s right to act?

A trigger should be explicitly defined (signed purchase agreement, bona fide third‑party offer). Ambiguous triggers often cause disputes over timing and entitlement.

Can a ROFR be assigned to another party?

Assignment depends on the agreement language; expressly allow or prohibit assignment and consider whether assignees must meet qualification standards.

How long should the exercise period be?

Common exercise windows are 15–30 days; shorter periods reduce holder flexibility, while longer periods can delay transfers—choose a timeframe that balances both parties’ needs.

How do parties resolve disputes about price?

Include price‑determination methods (match offer, appraisal, or formula) and dispute resolution mechanisms such as expert determination or arbitration to limit litigation.

Electronic Signature
Templates
Miscellaneous
Right of First Refusal Agreement

Right of First Refusal Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement (the "Agreement") is made and entered into as of by and between Grantor Name: with mailing address: , and Holder Name: with mailing address: .

WHEREAS

WHEREAS, Grantor is the legal owner of certain property, assets or interests described as: (the "Subject Interest"); and

WHEREAS, Holder desires the opportunity to purchase the Subject Interest on the terms set forth below in the event Grantor elects to sell, transfer or otherwise dispose of the Subject Interest; and

WHEREAS, Grantor is willing to grant Holder a first opportunity to acquire the Subject Interest under the terms and conditions in this Agreement.

SCOPE OF RIGHTS

Grantor grants to Holder, subject to the terms and conditions of this Agreement, a right of first refusal with respect to the Subject Interest. The Scope of Rights (including any limitations, exclusions and conditions) is further described below.

Scope of Work / Description of Subject Interest

GRANT OF RIGHT OF FIRST REFUSAL

1. Grant. Subject to the exceptions set forth in Section 1.3, if at any time during the Term (as defined below) Grantor intends to sell, assign, transfer or otherwise convey the Subject Interest to any third party (a "Proposed Transfer"), Grantor shall not effectuate such Proposed Transfer unless and until Holder has been afforded the opportunity to purchase the Subject Interest on the same material terms and conditions contained in a bona fide written offer acceptable to Grantor.

2. Exceptions. The right of first refusal shall not apply to transfers to Grantor's affiliates, transfers by operation of law (including pursuant to a foreclosure, bankruptcy distribution or other involuntary transfer), or transfers to family members by gift, provided that such transfers are not made for the purpose of circumventing this Agreement.

NOTICE AND EXERCISE PROCEDURE

1. Notice of Offer. Upon receipt of a bona fide third-party offer that Grantor proposes to accept, Grantor shall deliver written notice to Holder (the "Notice") specifying the material terms of the Proposed Transfer, including the identity of the offeror, the purchase price, payment terms and any other material conditions.

2. Matching Period. Holder shall have days from the date of receipt of the Notice to elect to purchase the Subject Interest on the terms specified in the Notice by delivering written acceptance to Grantor.

3. Failure to Elect. If Holder does not deliver timely written acceptance within the Matching Period, Grantor may proceed to consummate the Proposed Transfer with such third party on terms not more favorable to the third party than those set forth in the Notice; any material change shall require re-notice to Holder and a new Matching Period.

PAYMENT TERMS

Purchase Price (if exercised) Option Fee / Deposit (if applicable) Payment Schedule / Terms

Late Fee. Any payment not made when due shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect until unless earlier terminated in accordance with this Agreement (the "Term").

Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the intended termination date; provided, however, that termination shall not affect any Proposed Transfer for which Grantor has delivered a Notice prior to the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed in connection with this Agreement and any Proposed Transfer, and shall not disclose such information to third parties except to its legal, accounting and financial advisors on a need-to-know basis or as required by law. This obligation shall survive termination of this Agreement for a period of three (3) years.

ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Holder may not assign its rights hereunder without Grantor's prior written consent, which shall not be unreasonably withheld; any attempted assignment in violation of this provision shall be void.

REMEDIES; SPECIFIC PERFORMANCE

The parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that, in addition to any other remedy, the non-breaching party shall be entitled to seek specific performance, injunctive relief and other equitable remedies without the necessity of posting a bond, along with any other remedies available at law or equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any notices delivered hereunder, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier service, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the parties at the addresses set forth below or at such other address as either party may specify by notice to the other.

Grantor Notice Address Holder Notice Address

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation. No waiver of any breach shall constitute a waiver of any other breach. The obligations that by their nature should survive termination of this Agreement shall so survive.

Grantor Printed Name:

By:

Date:

Holder Printed Name:

By:

Date:

What a Right of First Refusal Agreement Is and how it works

A Right of First Refusal Agreement (ROFR Agreement) is a contract that gives one party (the holder) the first opportunity to purchase or accept ownership of an asset before the owner can transfer it to a third party. Commonly used in real estate, business ownership, and shareholder contexts, a ROFR sets the triggering events, notice procedures, exercise window, and price mechanics. It clarifies whether the right is assignable, whether it attaches to property title or only to contract rights, and what remedies apply for breach. Parties typically memorialize ROFRs to reduce disputes and create predictable transfer processes.

Why parties use a Right of First Refusal Agreement

ROFR Agreements preserve a privileged chance to match third-party offers, reduce uncertainty about transfers, and limit unwanted owners. They help owners plan exits while giving holders a defined process to exercise purchase rights under agreed terms.

Who typically relies on a Right of First Refusal Agreement

ROFRs are used across property, corporate, and investment settings to control ownership changes and protect stake value.

Real estate owners and landlords who want to control future sales or leases.
Investors, venture funds, and co-owners protecting minority or strategic interests.
Business partners and shareholders managing transfers of equity or membership interests.

Parties drafting or accepting a ROFR should confirm notice mechanics, exercise timelines, and whether recording the right is required for real property.

Essential clauses to include in a professional ROFR Agreement

A clear ROFR Agreement reduces ambiguity. Include precise language on scope, triggers, timing, pricing, and remedies so the holder and owner share a common understanding and enforceable expectations.

Grant of Right

Define who holds the ROFR and whether it applies to all transfers, only sales, or particular classes of transfers such as transfers to affiliates.

Covered Property

Describe the asset precisely (legal description for real estate, number of shares and class for securities) so third-party buyers and recorders can identify the subject.

Triggering Event

State what events trigger the right (acceptance of a third-party offer, executed purchase agreement, or receipt of an unsolicited offer).

Notice Procedures

Specify how the owner must notify the holder (written notice, delivery method, and information to include) and when notice is effective.

Exercise Window and Price

Set the time the holder has to decide (e.g., 15–30 days) and the price mechanics — match the third-party offer or use a formula.

Remedies and Assignment

Outline consequences for failure to comply, whether the holder may assign the right, and whether the right survives transfer of title.

Step-by-step: complete a ROFR Agreement

Follow these steps to prepare, execute, and deliver a ROFR Agreement that is clear and enforceable.

01

Draft core terms: Define holder, covered asset, triggers, and price method.
02

Specify notice rules: Set required content, delivery method, and effective date of notice.
03

Agree exercise mechanics: Set days to respond and matching or purchase procedures.
04

Sign and distribute: Execute with authorized signers and send copies to all parties.

Where to send notices and how to exchange executed agreements

A ROFR depends on timely, verifiable notice and delivery; define recipients and acceptable methods in the agreement.

Deliver to Holder: Send notice per contract (certified mail, email if allowed).
Provide Offer Details: Include full purchase terms and third-party documents.
Owner’s Record: Owner keeps a copy and logs the delivery date for timelines.
Recording (if applicable): Record with county recorder when the ROFR is to affect title.

Common online configuration settings for digital completion

When completing a ROFR online, configure fields and notifications to match contractual notice and signature rules.

Field	Configuration
Signature Type	Electronic signature with audit trail
Date Format	MM/DD/YYYY enforced
Notification	Email + optional SMS delivery
Access Control	Role-based signer order and authentication

Technical and format considerations for e-signing and sharing

Use formats and delivery methods that preserve the agreement text and the audit trail for enforcement.

Supported Formats: PDF and DOCX recommended
Authentication: Email link, SMS code, or stronger verification
Integrations: Connectors like Salesforce and Google Workspace work well

Ensure the e-signature provider meets record retention and authentication needs for your jurisdiction and industry before relying on electronic completion.

Typical timelines and deadlines inside a ROFR Agreement

ROFRs vary by agreement. The contract should explicitly state each timeframe so parties calculate deadlines consistently.

Notice Delivery:

Specify when notice is effective upon receipt or delivery.

Exercise Window:

Holder’s decision period (commonly 15–30 days).

Closing Deadline:

Set how long after exercise the transaction must close.

Recording Timeframe:

If recorded, indicate when to submit to county recorder.

Termination Clause:

Note conditions and dates that end the ROFR.

Common pitfalls when preparing a ROFR Agreement

Vague asset descriptions that leave ambiguity about what is covered and invite litigation.
Unclear notice methods or timing that create disputes over whether the holder had a fair opportunity to respond.
Incomplete price mechanics (match vs. appraisal) that produce disagreement on the actionable purchase price.
Failing to record a real-property ROFR where recording is customary, creating third-party title risk.

Consequences of an incorrect or incomplete ROFR Agreement

Unenforceability: May be held invalid

Monetary Damages: Compensatory damages possible

Injunction Risk: Court may enjoin transfer

Litigation Costs: Attorney fees and court expenses

Title Issues: Unrecorded rights can impair title

Tax Consequences: Unexpected transfer taxes may apply

Essential information to collect and store securely

Party Names: Full legal names

Asset ID: Legal description or share class

Effective Date: MM/DD/YYYY format

Notice Method: Specified delivery channels

Exercise Period: Number of days

Signatures: Signed and dated copies

Comparison: signNow and other e-signature vendors for ROFR workflows

Basic pricing and feature differences for common e-signature providers. Use this as a starting point and verify detailed plan features directly with vendors.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Practical examples of ROFR use

These scenarios illustrate typical ROFR mechanics and outcomes in real-world transactions.

Co-owner Real Estate Sale

A co-owner receives a third‑party offer and must notify the holder.

The holder has 30 days to match the offer.
Proper notice and a recorded ROFR prevented a title dispute and allowed the holder to acquire the property under the same buyer terms.

Shareholder Equity Transfer

A shareholder negotiates a sale to an outside investor and triggers the ROFR.

The company exercises within the match window.
Clear exercise mechanics and counsel review enabled an orderly internal purchase and avoided litigation over valuation.

Frequently asked questions about Right of First Refusal Agreements

Answers to common legal and practical questions when preparing, signing, or enforcing a ROFR Agreement.

Need help? Contact support

Is an e-signature valid on a ROFR?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.
Do I need to record a ROFR for real property?
Recording is not always required but is recommended to protect against third‑party purchasers; recording rules vary by county and state, so consult local recording practice.
What triggers the holder’s right to act?
A trigger should be explicitly defined (signed purchase agreement, bona fide third‑party offer). Ambiguous triggers often cause disputes over timing and entitlement.
Can a ROFR be assigned to another party?
Assignment depends on the agreement language; expressly allow or prohibit assignment and consider whether assignees must meet qualification standards.
How long should the exercise period be?
Common exercise windows are 15–30 days; shorter periods reduce holder flexibility, while longer periods can delay transfers—choose a timeframe that balances both parties’ needs.
How do parties resolve disputes about price?
Include price‑determination methods (match offer, appraisal, or formula) and dispute resolution mechanisms such as expert determination or arbitration to limit litigation.

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