Exclusivity Agreement

Exclusivity Agreement (Pre-Contract Lockout) for Commercial Transactions

BS.DC.41

This Exclusivity Agreement (Pre-Contract Lockout) for Commercial Transactions can be used when the two parties concerned wish to prohibit each other from discussing with any third party in parallel a possible transaction which might compete with the one under discussion between the two parties, i.e. it provides a lockout period during which they can negotiate with each other on an exclusive basis. (We use the terms “exclusivity” and “lockout” interchangeably to refer to that prohibition of third party discussions.)

Typically this document will be used when there are going to be discussions between the two parties which they anticipate might lead to a definitive, detailed, binding contract containing full terms of a transaction between them.

Since this template is designed to be used as a stand-alone preliminary agreement, it also contains optional confidentiality provisions.

Where you do not wish to have such a stand-alone preliminary agreement, but you wish to use instead a detailed pre-contract agreement prior to entering into a definitive agreement, you can instead use the Exclusivity Clause (Pre-Contract Lockout) for Commercial Transactions in this subfolder. That template is designed to be included as part of such a pre-contract agreement. (That template does not contain any confidentiality provisions since the detailed pre-contract agreement should itself include confidentiality provisions tailored to work with the particular terms of the pre-contract agreement.)

The accompanying Lockout Agreement (Pre-Contract Exclusivity) for Commercial Transactions is the same as this template except that, because it is designed to be as short as possible, it does not include any confidentiality provisions or some other optional provisions.

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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