first-right-of-refusal-agreement

name	first-right-of-refusal-agreement
title	First Right of Refusal Agreement (Franchise)
description	Drafts a U.S. franchise first right of refusal (ROFR) agreement as an addendum or schedule to an existing Franchise Agreement. Trigger when a franchisor needs transfer-control protection covering third-party sale, change-of-control, or ownership-interest transfers. Covers notice flow, bona-fide-offer matching, exercise windows, anti-circumvention rules, carve-outs, valuation fallback, closing mechanics, and enforcement remedies.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/first-right-of-refusal-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	commercial
language	en
tags	["agreement","drafting","transactional"]

First Right of Refusal Agreement (Franchise)

Drafts a ROFR addendum to a U.S. Franchise Agreement that secures franchisor approval rights while preserving a lawful transfer path for the franchisee.

Prerequisites

1. Signed Franchise Agreement with transfer/consent and termination clauses.
2. Party details: legal names, entity type, jurisdiction, authorized signers.
3. Governing law, venue, and equitable-remedy preferences.
4. Transfer framework: single- vs. multi-unit ownership; definition of control transfer.
5. Negotiation parameters: notice/election days, completion windows, carve-out policy, valuation approach, remedy priorities.

Quick Start

Collect inputs before drafting:

Input	Capture
Parties	Franchisor / franchisee names and addresses
Governed contract	Franchise Agreement date and cross-reference
Transfer scope	Asset sale, stock/membership transfer, merger, reorg, pledge
Trigger windows	Notice period, exercise period, closing period
Default remedies	Cure standards, breach consequences
Jurisdiction	Governing law, forum, service addresses

Drafting Order

1. Heading and recitals
2. Definitions
3. ROFR grant and covered-transaction scope
4. Notice-package requirements
5. Franchisor election process
6. Non-exercise / approval-to-close rules
7. Value and economics matching
8. Closing conditions and costs
9. Reinstatement and relationship to Franchise Agreement
10. Warranties, breaches, and remedies
11. Miscellaneous (assignment, survival, amendment, integration, notices, signatures)

Use clause-level placeholders throughout:

[FRANCHISOR NAME]
[FRANCHISEE NAME]
[FRANCHISE EFFECTIVE DATE]
[GOVERNING LAW]
[NOTICE ADDRESS]

Trigger Logic

Condition	Franchisee action	Consequence
Bona fide third-party offer received	Deliver complete notice package within agreed days	Franchisor gets matching right
Incomplete notice	Cure request + fixed cure period