# NVCA Model Right of First Refusal and Co-Sale Agreement

Right of first refusal and co-sale agreement for venture financings, restricting transfer of founder shares and providing investor co-sale rights.

**Download from NVCA:** https://nvca.org/wp-content/uploads/2025/10/NVCA-Model-ROFRA-10-1-2025.docx

_NVCA model documents are freely downloadable but not redistributable._

## Cover page fields

| Field | Description |
| --- | --- |
| Company Name | Full legal name of the company (e.g. Acme Corp, Inc.) |
| Investor Name | Full legal name of the lead investor |
| Key Holder Name | Full name of the key holder (founder or executive) |
| Company Counsel | Name and address of company's legal counsel |
| Counsel Cc | Additional counsel to CC on notices, or empty string if none |
| Optional Blank Value | Empty-value replacement used to clear optional bracketed drafting text and formatting artifacts |
| Amended Restated Upper | Uppercase prefix if amending a prior agreement (e.g. AMENDED AND RESTATED) or empty string |
| Amended Restated | Title-case prefix if amending a prior agreement (e.g. Amended and Restated) or empty string |
| Judicial District | Federal judicial district for dispute resolution (e.g. District of Delaware) |
| State Lower | State of incorporation in lowercase (e.g. delaware) |
| Business Description | Brief description of the company's business |
| Signature Page Marker | Signature page marker text |
| Effective Date | Effective date of the agreement (e.g. January 15, 2025) |
| Specify Percentage | Specified percentage threshold for key holder transfers |
| Rofr Response Days | Number of days for the company and investors to respond to a ROFR notice (default 45) |
| Key Holders Label | Label for the key holders group (e.g. Key Holders or Founders) |

_This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice._