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First Refusal Agreement Template for Singapore

A Singapore law-governed First Refusal Agreement is a legally binding contract that grants one party (the Grantee) the right to be the first party given the opportunity to enter into a business transaction with the Grantor before the Grantor may enter into that transaction with a third party. The agreement typically specifies the scope of the right, notification procedures, time frames for exercise, and pricing mechanisms, all structured within Singapore's legal framework and commercial practices.

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What is a First Refusal Agreement?

First Refusal Agreements are commonly used in Singapore business transactions where parties wish to establish preferential rights for future dealings. This document is particularly relevant when businesses want to maintain control over future ownership or participation rights, whether in property, shares, or other assets. The agreement must comply with Singapore contract law and may need to address specific regulatory requirements depending on the subject matter. First Refusal Agreements are especially valuable in joint ventures, property development, and corporate structuring, providing a structured framework for future transactions while protecting the interests of both parties.

What sections should be included in a First Refusal Agreement?

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

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used tHRoughout the agreement

4. Grant of Right of First Refusal: Core provision establishing the right of first refusal

5. Notice Requirements: Procedures for notification when the right is triggered

6. Exercise Period: Timeframe within which the right must be exercised

7. Price and Payment Terms: How price will be determined and payment made

8. Term and Termination: Duration of the agreement and termination provisions

9. Governing Law: Specifies Singapore law as governing law

What sections are optional to include in a First Refusal Agreement?

1. Asset Description: Detailed description of the subject matter - used when the right relates to specific assets

2. Valuation Mechanism: Process for determining fair market value - used when price isn't pre-determined

3. Assignment: Rights to transfer the agreement to other parties - used when transfer rights are important

4. Confidentiality: Provisions protecting sensitive information - used when confidential information is involved

What schedules should be included in a First Refusal Agreement?

1. Asset Schedule: Detailed description of assets subject to the right

2. Form of Notice: Template for triggering notice

3. Pricing Formula: If applicable, formula for determining price

4. Related Agreements: Any existing agreements referenced

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Document Type

Option Agreement

Cost

Free to use

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