Lockout Clause (Pre-Contract Exclusivity) for Commercial Transactions
This Lockout Clause (Pre-Contract Exclusivity) 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 as short as possible, it does not include any confidentiality provisions unlike the Exclusivity Agreement (Pre-Contract Lockout) for Commercial Transactions in this subfolder.
This template is designed to be used as part of a detailed pre-contract agreement (which is later superseded by the definitive contract). Where, however, you do not intend to have a detailed pre-contract agreement which includes a set of lockout provisions, you can instead use a stand-alone lockout agreement. We have for that purpose included the Lockout Agreement (Pre-Contract Exclusivity) for Commercial Transactions in this subfolder.
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