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Right Of First Refusal Agreement Template for Australia

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Key Requirements PROMPT example:

Right Of First Refusal Agreement

"I need a Right of First Refusal Agreement for my commercial property in Melbourne, granting my current tenant the first right to purchase the building if I decide to sell within the next 5 years, with a 30-day notice period for exercising the right."

Document background
The Right of First Refusal Agreement is a crucial document in Australian business and property transactions, designed to protect the interests of parties who wish to secure priority rights in future transactions. This agreement type is commonly used in real estate dealings, business sales, shareholder arrangements, and commercial leasing, providing the right holder with the first opportunity to engage in a specified transaction before the owner can offer it to third parties. The document must comply with Australian federal and state legislation, including the Competition and Consumer Act 2010 and relevant state-based property laws. It typically includes detailed provisions on triggering events, notice requirements, exercise procedures, and pricing mechanisms, tailored to the specific transaction type and jurisdiction requirements. The agreement is particularly valuable in strategic business relationships, joint ventures, and property development projects where parties want to secure future opportunities while maintaining current operational flexibility.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement

2. Background: Provides context and explains the purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Grant of Right of First Refusal: Core provision establishing the ROFR and its basic terms

5. Subject Matter: Clearly identifies and describes the property/assets subject to the ROFR

6. Notice Requirements: Details the process for notifying the ROFR holder of a proposed sale

7. Exercise Process: Specifies how and when the ROFR can be exercised

8. Purchase Price and Payment Terms: Establishes how the purchase price will be determined and payment conditions

9. Time Periods: Sets out all relevant timeframes for notices and responses

10. Term and Termination: Specifies the duration of the ROFR and circumstances for termination

11. Assignment and Transfer: Addresses whether the ROFR can be assigned to third parties

12. Confidentiality: Establishes confidentiality obligations regarding the agreement and related information

13. Dispute Resolution: Sets out the process for resolving disputes between parties

14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Due Diligence: Include when the ROFR relates to complex assets requiring investigation rights

2. Valuation Mechanism: Include when parties want to specify a particular method for determining fair market value

3. Security: Include when the ROFR needs to be secured against other assets or requires registration

4. Third Party Rights: Include when other stakeholders' rights need to be addressed (e.g., existing tenants)

5. Special Conditions: Include when there are unique circumstances or requirements specific to the transaction

6. Competition Law Compliance: Include when the ROFR might raise competition law concerns

7. Tax Provisions: Include when there are specific tax implications that need to be addressed

8. Force Majeure: Include when parties want to address extraordinary circumstances affecting the ROFR

Suggested Schedules

1. Schedule 1 - Description of Subject Property/Assets: Detailed description of the property or assets subject to the ROFR

2. Schedule 2 - Notice Forms: Template forms for various notices required under the agreement

3. Schedule 3 - Pricing Mechanism: Detailed methodology for determining the purchase price

4. Schedule 4 - Timeline and Procedures: Flowchart or detailed steps for the ROFR process

5. Schedule 5 - Excluded Circumstances: List of situations where the ROFR does not apply

6. Appendix A - Required Documents: List of documents required for due diligence or transfer

7. Appendix B - Relevant Corporate Approvals: Copies of corporate authorizations if parties are companies

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Real Estate

Commercial Property

Retail

Manufacturing

Technology

Mining

Agriculture

Healthcare

Professional Services

Construction

Entertainment

Hospitality

Energy

Infrastructure

Relevant Teams

Legal

Commercial

Business Development

Property Management

Corporate Affairs

Finance

Operations

Investment

Real Estate

Mergers & Acquisitions

Strategy

Risk Management

Relevant Roles

Legal Counsel

Property Manager

Business Development Manager

Commercial Director

Chief Executive Officer

Chief Financial Officer

Investment Manager

Real Estate Agent

Company Secretary

Contract Manager

Development Manager

Asset Manager

Operations Director

Corporate Lawyer

Property Developer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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