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How to write your Right of First Refusal Partnership Agreement

We include this 3 page template with Advertising/Marketing Contract Pack and the Proposal Kit Professional. You will get more content and software automation for data merging, managing client documents, and creating proposals with line item quoting with a Contract Pack or the Professional.

The Right of First Refusal is used when entering into a business partnership with another company which offers similar products or services. Use the Right of First Refusal to agree that each partner has the right to first refuse the services for a particular client. This agreement is meant to foster a mutually beneficial environment between business partners with some overlapping areas.
Document Length: 3 Pages
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We include this Right of First Refusal Partnership Agreement in editable Word format that can be customized using your office software.

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Right of First Refusal Partnership Agreement

How to write my Right of First Refusal Partnership Agreement document


This Right of First Refusal Agreement ("Agreement") is made between the companies listed below, which may hereinafter be referred to as "the parties":

Purpose of this Agreement

The purpose of this Agreement is to set forth an understanding that the above named parties wish to develop a mutually beneficial and profitable business relationship. Both companies desire to jointly develop goods and services, and market such services in their respective business channels. Both parties agree to work together to ensure that their sales, marketing and development efforts remain consistent and represent the interests of each party in an agreeable manner.

Right of First Refusal (ROFR) shall mean the contractual right or option to enter into or to refuse a business transaction with a client according to terms specified below. Primary Goods and Services shall mean any goods and services provided by either party which are to be subject to a Right of First Refusal under this Agreement. Common Goods and Services shall mean any Primary Goods and Services provided by both parties, in part or in whole, which are similar in nature to one another.

The Right of First Refusal between the parties shall be limited to Years years from the date on this Agreement. Exceptions shall mean the transactions and transaction types that are exempt from the Right of First Refusal, unless otherwise agreed upon in writing by both parties. Notice of Acceptance or Refusal of Terms shall mean the period of time that a response shall be required from the other party ("notice of sale") for the potential business transaction governed by this Agreement.

Limited time period to close transaction

If the receiving party cannot complete the sale or transaction within Days days, then other party shall have full rights to pursue the business transaction, as defined in the notice of sale as they see fit.

The Right of First Refusal Agreements

Both parties understand that each conducts commerce within the Industry Parties are in Here industry, and that each of their respective clients may request services customarily provided by the other party. Both parties agree to offer to each other the Right of First Refusal for goods and services ("Primary Services") provided by the other party. Company Name is a provider of the following Primary Services: Insert services, products and areas of operation within your marketplace; and other related services. Both parties currently engage in providing the following common goods and services Insert common goods and services, to which neither party shall be considered to have Right of First Refusal on common goods and services included under this agreement, although both parties shall be free to offer the other acceptable goods and services.

Both parties agree that, should a project include products or services customarily provided by the other, that party shall have a Right of First Refusal (ROFR) to perform that work at their customary fees, pricing or other terms and conditions. The parties shall be obligated to provide a timely acceptance or refusal of any work requested of the other, and agree that failure to respond within Days days shall be considered refusal of the work.

General Terms and Conditions


This Agreement shall govern all communications, whether electronic, written, oral, or other medium between the parties made during the term of this Agreement.


This Agreement shall expire upon thirty (30) days written notice by either party; provided, however, a Receiving Party's obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the Disclosing and Receiving Parties' obligations shall survive the termination of employment and shall be binding upon all heirs, executors, administrators, and legal representatives.

Remedy of Law

Each party acknowledges and agrees that due to the nature of the Proprietary Information, there can be no adequate remedy of law for any breach of its obligations hereunder, which breach may result in irreparable harm. Upon any such breach or any threat thereof, the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court to be overbroad as to scope, such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear.

General Provisions

1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

2 Entire Agreement

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns. Neither party may assign any of their obligations under this Agreement without prior written consent.

Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:

The complete Right of First Refusal Partnership Agreement - with the actual formatting and layout - is available as a single template or as part of a library of related templates in a Contract Pack or the Professional Bundle.
Right of First Refusal Partnership Agreement

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Alternate documents are those which may be used instead of this document depending on your situation. Alternate documents may be better suited for projects of different sizes, more specialized projects, and variations on rights.

Alternate Documents

Key Takeaways

  • The Right of First Refusal Partnership Agreement is available as a ready-to-edit template.
  • The Contract Packs and Professional Bundle include many related agreements and documents.
  • You can automate financials and data merging into contracts using a Contract Pack or Professional Bundle.
  • You can also create business proposals and integrate your contracts using the Professional Bundle.
  • There are no ongoing subscription fees. You get lifetime unlimited use.

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.

Frequently Asked Questions

How do I customize the Right of First Refusal Partnership Agreement to fit my business needs?

Customizing the Right of First Refusal Partnership Agreement involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.

Is the Right of First Refusal Partnership Agreement compliant with laws and regulations?

The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.

Can I use the same Right of First Refusal Partnership Agreement for different clients or projects?

You can use the same Right of First Refusal Partnership Agreement for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.

What should I do if I encounter a clause or term I don't understand?

If you encounter a clause or term in the Right of First Refusal Partnership Agreement that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.

How do I ensure that the Right of First Refusal Partnership Agreement is legally binding and enforceable?

To ensure that the Right of First Refusal Partnership Agreement is legally binding and enforceable, follow these steps:

  • Complete all relevant sections: Make sure all blanks are filled in with accurate information.
  • Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
  • Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
  • Consult a legal professional: Before finalizing the Right of First Refusal Partnership Agreement, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.

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