A Standard Clause for a generic right of first negotiation (ROFN) provision that requires the grantor to negotiate with the holder of the right for a potential transaction before entering into negotiations or an agreement with a third party on the transaction. This Standard Clause includes an optional right of last refusal (ROLR), a matching right that is often coupled with an ROFN. This Standard Clause, which can be customized for different types of commercial transactions, has integrated drafting notes with important explanations and drafting tips.