What is first right of refusal?

A first right of refusal gives a brand the option to match or take a future deal before a creator is free to accept a competing offer — a lighter, narrower cousin of an exclusivity clause. Where exclusivity blocks a creator from working with competitors outright, a first right of refusal only requires the creator to give the existing brand a chance to match a new opportunity first, before turning to anyone else.

The same tests that apply to exclusivity apply here, because the underlying risk is the same shape: is the scope specific rather than open-ended, is the window the brand has to respond short rather than indefinite, and does the clause carry its own fee rather than being bundled into the original rate for free. A first right of refusal with no time limit on the brand's response can leave a creator unable to close a new deal for weeks while waiting to hear back.

What to watch for: a clause with no deadline for the brand to exercise or decline the option. Add one — three to five business days is reasonable — so a competing opportunity does not quietly expire while the original brand sits on the decision. Never accept it as a free add-on to a deal already on the table; like exclusivity, it should be scoped to a named category and priced.