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The Simple Right of First Refusal Agreement is a crucial legal instrument in Nigerian business and property transactions, designed to protect the interests of parties who wish to secure priority rights in future sales opportunities. This document is commonly used in various contexts, from real estate transactions to corporate share transfers, and must comply with Nigerian contract law principles and specific state regulations. The agreement typically becomes relevant when a property owner or asset holder wants to give preferential purchase rights to a specific party while retaining the freedom to sell the asset in the future. It includes detailed provisions on notice requirements, exercise periods, pricing mechanisms, and compliance with local registration requirements. The document is particularly important in the Nigerian context where formal documentation of property and asset rights is essential for legal enforcement and protection.

1. Parties: Identifies and provides details of the grantor and grantee of the ROFR

2. Background: Explains the context and purpose of the agreement, including description of the subject matter of the ROFR

3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules

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

5. Notice Requirements: Details the process and requirements for the grantor to notify the grantee of a proposed sale

6. Exercise of Right: Specifies how and when the ROFR can be exercised, including timing and process

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

8. Duration and Termination: Specifies how long the ROFR lasts and circumstances for termination

9. Assignment and Transfer: Addresses whether and how the ROFR can be assigned or transferred

10. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes

11. Notices: Details how formal notices under the agreement must be given

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments, etc.