Exclusivity Agreement Template

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  • Exclusivity AGREEMENT

    Jim Clark Co
  • Exclusivity Agreement 


    Agreement

    This Exclusivity Agreement ("Agreement") is made and entered into on [Start Date], by and between:

    Participants
    Terms

    1. Term of Agreement:


    • Start Date: This Agreement begins on [Start Date].
    • End Date: This Agreement will end on [End Date], unless terminated earlier in accordance with the terms herein.


    2. Exclusivity Statement:


    This Agreement constitutes an exclusivity agreement between the Buyer and the Seller. Throughout the term of this Agreement, the Buyer agrees to purchase exclusively from the Seller, and the Seller agrees to sell exclusively to the Buyer, the products described below.


    3. Good Faith Commitment:


    Both parties agree to act in good faith and to uphold the terms and spirit of this Agreement. Each party will work cooperatively to achieve mutual goals and to ensure the success of this exclusive relationship.


    4. Product Description:


    The products subject to this exclusivity agreement are as follows:


    • Product Name(s): [List specific products].
    • Detailed Description: [Provide detailed descriptions of the products, including specifications, models, features, and any other relevant information].


    5. Buyer's Exclusivity Obligations:


    The Buyer agrees to the following obligations:


    • Exclusive Purchase: The Buyer agrees to purchase the products described in this Agreement exclusively from the Seller during the term of this Agreement.
    • Non-Compete: The Buyer agrees not to purchase, promote, or use similar products from any other vendor or manufacturer that competes with the Seller’s products during the term of this Agreement.


    6. Seller's Exclusivity Obligations:


    The Seller agrees to the following obligations:


    • Exclusive Sale: The Seller agrees not to pursue, solicit, or consider offers from other potential buyers for the products described in this Agreement during the term of this Agreement.
    • Minimum Manufacturer’s Recommended Sales Price (MSRP): The Seller retains the right to maintain and enforce a minimum manufacturer's recommended sales price (MSRP) for the products during the term of this Agreement. The MSRP for the products is set at [MSRP Amount].


    7. Buyer's Agreement to MSRP:


    The Buyer agrees to adhere to the MSRP set by the Seller and will not sell the products below the established MSRP during the term of this Agreement.


    8. Description of Sale:


    The sale of the products will include the following terms:


    • Quantity: The Buyer agrees to purchase [Specify Quantity] of the products during the term of this Agreement.
    • Price: The price per unit of the products will be [Price Per Unit].
    • Shipment Minimums: The Buyer must purchase a minimum of [Minimum Quantity] units per order.
    • Other Terms: [Specify any other relevant terms related to the sale].


    9. Invoicing and Payment Terms:


    • Invoicing: The Seller will issue invoices to the Buyer upon shipment of the products.
    • Payment Due Dates: Payments are due [Specify payment due dates, e.g., within 30 days of invoice date].
    • Payment Methods: Acceptable payment methods include [Specify methods, e.g., bank transfer, credit card, check].
    • Late Payments: Late payments will incur a fee of [Specify amount or percentage].


    10. Delivery Terms:


    • Method of Delivery: The products will be delivered via [Specify method of delivery, e.g., courier, freight, mail].
    • Carrier: The Seller will use [Specify carrier, if applicable] to deliver the products.
    • Risk of Loss: The risk of loss for the products passes from the Seller to the Buyer upon [Specify point of transfer, e.g., delivery to the carrier, receipt by the Buyer].


    11. Quality Standards:


    The Seller warrants that the products delivered under this Agreement will meet the following quality standards: [Specify quality standards, e.g., compliance with industry standards, absence of defects].


    12. Warranty:


    The Seller provides the following warranty for the products:


    • Warranty Period: [Specify duration of the warranty].
    • Scope of Warranty: The warranty covers [Specify what the warranty covers, e.g., defects in materials or workmanship].
    • Exclusions: The warranty does not cover [Specify any exclusions].


    13. Inspection:


    The Buyer will have the right to inspect the products upon delivery. Any defects or non-conformance with the agreed specifications must be reported to the Seller within [Specify time period, e.g., 7 days] of receipt of the products.


    14. Taxes:


    • Sales Tax: The Buyer is responsible for paying any applicable sales taxes on the purchase of the products.
    • Other Taxes: Any other applicable taxes will be the responsibility of the party designated by law.


    15. Confidentiality/Nondisclosure:


    Both parties agree to keep confidential any proprietary information disclosed during the term of this Agreement. This includes pricing, sales strategies, customer information, and any other sensitive information.


    16. Force Majeure/Unforeseeable Circumstances:


    Neither party will be held liable for failure to perform their obligations under this Agreement due to unforeseen circumstances or acts of God, such as natural disasters, pandemics, or other events beyond the control of either party.


    17. Amendments:


    This Agreement may be amended only by a written document signed by both parties. Any changes to this Agreement must be discussed and agreed upon before they take effect.


    18. Termination:


    • By Either Party: Either party may terminate this Agreement with [Specify notice period, e.g., 30 days] written notice.
    • For Cause: Either party may terminate this Agreement immediately if the other party breaches any material provision and fails to cure such breach within [Specify period, e.g., 10 days] after receiving written notice of the breach.
    • Effect of Termination: Upon termination, both parties will fulfill any outstanding obligations incurred before the termination date.


    19. Dispute Resolution and Remedies:


    • Negotiation: The parties will first attempt to resolve disputes through informal negotiation.
    • Mediation: If negotiation fails, the parties agree to attempt mediation.
    • Arbitration: If mediation fails, disputes will be resolved through binding arbitration under the rules of the [Specify arbitration association].
    • Governing Law: This Agreement will be governed by the laws of the state of [Specify state].


    20. Signatures:


    By signing below, the parties agree to the terms and conditions outlined in this Exclusivity Agreement.


    This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


    Signatures
    • Click to sign
      John Doe
    • Click to sign
      Jim Clark

Your Guide to
Exclusivity Agreements

What is an Exclusivity Agreement?

An exclusivity agreement is like a VIP pass in the business world! It’s a contract between two parties that says, “Hey, we’re sticking together—no working with anyone else for now!” This agreement locks in exclusive rights, meaning one party is the go-to for certain goods, services, or opportunities. You’ll find exclusivity agreements in industries where trust and competition are big deals—think business partnerships, supplier deals, and creative projects.

Who Needs an Exclusivity Agreement?

Exclusivity agreements pop up in all sorts of industries, and here’s a quick rundown of who might need one:

Business Buddies

When two businesses team up, an exclusivity agreement keeps things exclusive, making sure one partner doesn’t strike a similar deal with a competitor. It’s like a business BFF pact—no double-dipping allowed!

Suppliers & Distributors

If you’re a supplier, giving a distributor exclusive rights to sell your products in a certain region means you’re keeping the competition at bay.

Freelancers & Clients

Freelancers might use these agreements to commit to one client’s projects for a set period, making sure they’re not juggling competitors’ work at the same time. It’s like choosing to play for one team for the season—no switching sides mid-game!

Real Estate Developers

Got your eye on a prime piece of property? An exclusivity agreement can lock it down so no one else swoops in with a better offer. It’s basically a “reserved” sign for the real estate world.

Talent Managers & Agents

In showbiz, talent managers or agents use these agreements to make sure the stars they represent don’t sign with someone else. It’s their way of keeping their golden ticket secure. Usually, business owners, legal teams, or contracting officers handle these agreements, making sure all the terms are solid and fair. So, whether you’re sealing a deal, protecting a partnership, or locking down a piece of land, exclusivity agreements help keep everyone in the same lane.

What Should Be in an Exclusivity Agreement?

A good exclusivity agreement lays everything out clearly so there’s no room for confusion. Here’s what to include:

  1. Parties Involved: Make sure to name all the parties.
  2. Scope of Exclusivity: Spell out exactly what the exclusivity covers—products, services, or projects.
  3. Duration: How long will the agreement last? A few months, a year, or more?
  4. Geographic Limits: If it applies, note any geographic restrictions, like a specific region or market.
  5. Compensation: Include any compensation being exchanged for exclusivity.
  6. Termination Terms: Explain how the contract can be ended—whether it’s a breach of terms or a simple expiration.
  7. Non-Compete Clause: Protect against either party working with competitors during or after the contract.
  8. Confidentiality: If needed, include a clause to keep proprietary info under wraps.
  9. Penalties for Breach: What happens if someone breaks the agreement? Lay out the consequences.

Add-Ons to Make It Official

Exclusivity agreements don’t usually ride solo—they often come with a few sidekicks to cover all the details and keep things airtight. Here’s a quick rundown of the extra docs that might tag along:

  • Non-Disclosure Agreement (NDA): While the exclusivity agreement keeps the partnership exclusive, the NDA keeps lips sealed! This document ensures that trade secrets or any juicy business info stays private and doesn’t get leaked.
  • Service Level Agreement (SLA): Got a supplier or service-based deal? The SLA is your go-to for setting expectations. It spells out everything from deadlines to quality standards and what’s expected when it comes to deliverables.
  • Contract Amendments: Need to tweak the original deal or extend the timeframe? A contract amendment lets you make updates without starting from scratch.
  • Memorandum of Understanding (MOU): Think of this as a handshake before the paperwork. It lays out the big picture terms of the partnership before the exclusivity agreement is signed and sealed. Perfect for larger business negotiations when you need to set the stage.

These extra docs help cover all the bases so your exclusivity agreement stays solid and smooth sailing!

How Do I Write an Exclusivity Agreement?

Think writing an exclusivity agreement is a hassle? Not with Butterscotch—we’ve made it super simple. Here’s how to whip one up in no time:

  1. Sign Up: Start by creating your free Butterscotch account. Boom—you’re in! Now you’ve got access to a whole library of contract templates.
  2. Pick the Exclusivity Agreement Template: Choose the exclusivity agreement template that’s already loaded with all the essentials you need.
  3. Customize Away: Tailor it to your needs! Tweak the scope, set the duration, and adjust things like compensation. Make it work for you.
  4. Add Participants: Don’t forget to include the key players! Pop in their details so everyone’s in the loop.
  5. Send for Signature: Once you’ve got everything locked in, send it out for signatures. Butterscotch lets you collect online signatures—no printing or mailing needed. Plus, they’re legally binding!
  6. Track Progress: You can easily keep tabs on the contract’s status. Need a signature? Send a friendly nudge with a quick reminder.

In a nutshell, exclusivity agreements are your secret weapon for solid business partnerships. And with Butterscotch, you can whip up, send, and keep track of these agreements without breaking a sweat—leaving you free to do what you do best: growing your business, stress-free!

Frequently Asked Questions

Answers to our most asked questions about exclusivity agreement templates

Contact us

What is the difference between an NDA and an Exclusivity Agreement?

What Needs to Be in an Exclusivity Agreement?

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