Exclusivity - Negotiation

Exclusivity Clause (Pre-Contract Lockout) for Commercial Transactions

BS.DC.42

This Exclusivity Clause (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 all terms of a transaction between them.

This document is designed to be used as part of a detailed pre-contract agreement (which is later superseded by the definitive contract). That pre-contract agreement should usually contain confidentiality provisions tailored to the particular circumstances of that pre-contract agreement and so no confidentiality provisions have been included in this template.

We have also included in this subfolder the Exclusivity Agreement (Pre-Contract Lockout) for Commercial Transactions which can be used where you wish to have a stand-alone exclusivity agreement rather than a set of lockout clauses forming part of a detailed pre-contract document. That stand-alone agreement template contains optional confidentiality provisions.

The accompanying Lockout Clause (Pre-Contract Exclusivity) for Commercial Transactions is the same as this template except that because it is designed to be as short and simple as possible, several minor optional provisions have been removed from that version.

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