Exclusivity Agreement Template

This Exclusivity Agreement (the "Agreement") is entered into as of  (the "Effective Date") by and between , with its principal place of business at  (the "Buyer"); and

 with its principal place of business at  (the "Seller") (each referred to individually as a "Party" and together as the "Parties").

1. Term

This Agreement begins on the Effective Date and continues for  years (the “Term”), unless terminated earlier under the Termination Section. The Term may be renewed, extended, or replaced only by written agreement signed by both Parties before its expiration.

2. Description of Products

Any goods, deliverables, services, or related materials supplied, performed, or licensed under this Agreement, whether tangible or intangible, covered by this Agreement (collectively, the “Products”) are as follows:

Goods:



Services:



Related intellectual property or materials:



Other:



If  or any equivalent Exhibit defining the Products is attached, it is incorporated by reference and subject to the terms of the Exhibits Section (13).

3. Grant, Scope, and Conditions of Exclusivity

(i) Exclusive Area. The Seller grants the Buyer the exclusive right to purchase, market, and resell the Products within the following territory, market, channel, or product scope (the "Exclusive Area"):

 Geographic Coverage: 

 Market Segment: 

 Channel Restriction (if any): 

Product Scope: The scope of exclusivity for the Products applies as selected below:

 Broad Coverage: Exclusivity applies to all Products offered by the Seller.

 Narrow Coverage: Exclusivity applies only to the Products described in the Description of Products Section (2). If  or any equivalent Exhibit defining the Products is attached, it is incorporated by reference and subject to the terms of the Exhibits Section (13).

The exclusivity applies only to direct and indirect sales (including through affiliates, agents, or resellers) by the Seller within the Exclusive Area. It does not restrict the Seller’s activities outside the Exclusive Area or for products or services not expressly listed in this Agreement or any incorporated Exhibit.

(ii) Excluded Areas or Customers: 

(iii) Exclusivity Conditions and Limitations. Exclusivity remains effective only while the Buyer maintains purchase levels at or above % of the written minimum or, if none, the six-month average. If the Buyer falls below this level for 60 days and fails to cure within 30 days after written notice, the Seller may revoke exclusivity by written notice. After revocation, this Agreement continues on a non-exclusive basis unless terminated under the Termination Section. A breach of this restriction entitles the Buyer to seek termination, damages, or injunctive relief.

(iv) Limitations and Reservation of Rights. The Seller shall not sell, license, or supply the Products to others in the Exclusive Area during the Term. The Buyer shall not purchase or promote substantially similar goods or services from other sources during the Term. Each Party retains the right to conduct business outside the Exclusive Area and for products or services not covered by this Agreement. Exclusivity is limited strictly to the rights expressly granted under this Agreement and does not create any agency, franchise, or partnership relationship between the Parties.

(v) Related Exhibits. If  or any equivalent Exhibit defining the Exclusive Area is attached, it is incorporated by reference and subject to the terms of the Exhibits Section (13).

4. Price and Payment Terms

(i) Pricing. The prices for the Products are as set forth below:

• Product:  Units:  Price: $
• Product:  Units:  Price: $

(ii) Payment Terms. All prices exclude taxes, duties, and fees, which are payable by the Buyer unless the Seller is required by law to collect them. The Seller may adjust prices with 30 days’ written notice, provided such changes apply only to future orders placed after the effective date of the notice and do not affect orders already accepted or confirmed in writing.

The Seller may adjust prices with 30 days’ written notice, but not for accepted purchase orders. The Buyer must pay within  days of invoice through . Late payments accrue interest at % per month or the maximum allowed by law.

(iii) Related Exhibits. If  or any equivalent Exhibit defining the pricing and payment terms is attached, it is incorporated by reference and subject to the terms of the Exhibits Section (13).

5. Schedule and Performance

(i) Service Schedule. The Seller shall complete performance of the Products according to the schedule below:

Start Date: Within  business days after receipt of the Buyer’s order or execution of this Agreement.

Milestone 1:  completed by .

Milestone 2:  completed by .

Final completion or delivery by .

(ii) Delivery Details. The Seller shall complete delivery of the Products according to the schedule below:

Delivery Location: 

Shipping Method:  Risk of Loss: Transfers to the Buyer only upon receipt of the Products at the above delivery location unless the Parties agree otherwise in writing.

The Buyer shall inspect all Products within  days of receipt or completion and shall notify the Seller of any nonconformity in writing. Failure to do so within that period constitutes acceptance. Accepted Products may not be rejected thereafter except for latent defects discovered within the warranty period.

(iii) Related Exhibits. If  or any equivalent Exhibit defining the pricing, delivery, or service schedule is attached, it is incorporated by reference and subject to the terms of the Exhibits Section (13).

6. Obligations of the Parties

(i) Seller. The Seller shall supply the Products consistent with agreed specifications, quality standards, and schedules; maintain sufficient capacity to meet the Buyer’s good-faith requirements; and provide reasonable technical or product support as needed.

(ii) Buyer. The Buyer shall purchase quantities consistent with written forecasts or, if none, the average monthly volume of the prior 6 months; promote and represent the Products professionally and lawfully; and avoid actions that dilute or conflict with the Seller’s brand or exclusive rights.

(iii) All Parties. Each Party shall provide reasonable written forecasts, status updates, and any relevant information necessary to support production, scheduling, or delivery, updated at least quarterly or as otherwise agreed in writing. Each Party shall promptly notify the other in writing of any material delay, shortage, or change affecting performance, and cooperate in good faith to mitigate impact. This notice requirement is independent of the Force Majeure Section.

7. Warranties for Products

The Seller represents and warrants the Products conform to agreed specifications and are free from material defects for  days after delivery or completion. For services, the Seller further warrants they will be performed in a professional and workmanlike manner consistent with industry standards. This warranty excludes misuse, modification, or neglect. The Buyer must notify the Seller of claims within  days of discovery. Any extended warranty to the Buyer’s customers shall be subject to the same claim process and limitations described herein. Upon valid notice of nonconformity, the Seller shall, at its option, repair, replace, or credit the defective Products within a reasonable time. This remedy is the Buyer’s exclusive remedy for warranty claims. EXCEPT AS EXPRESSLY STATED, ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Force Majeure

Neither Party is liable for delay or nonperformance caused by events beyond reasonable control, including natural disasters, public-health emergencies, labor disputes, supply failures, war, terrorism, or government actions. The affected Party shall notify the other promptly and use reasonable efforts to mitigate and resume performance. Obligations are suspended for the event’s duration. If full performance is impossible for 30 consecutive days, either Party may terminate this Agreement by written notice, with both released from unperformed obligations. If only partial performance is possible, available supply shall be allocated fairly and communicated in writing.

9. Termination

Either Party may terminate this Agreement (a) for material breach, with 30 days’ written notice if uncured within that period, or (b) for convenience after  months of the Term, with at least  days’ written notice. All accepted orders or confirmed work remain enforceable. Upon termination, all exclusive rights end, and each Party remains responsible for unpaid balances or unfulfilled orders. Either Party may also terminate immediately upon the other’s insolvency, assignment for the benefit of creditors, or filing for bankruptcy. Upon any termination, the Parties shall cooperate to complete any pending deliveries or outstanding obligations, and the Buyer shall retain the right to sell remaining inventory for  days on a non-exclusive basis. This cooperation requirement is administrative only and does not waive any legal rights.

10. Confidentiality and Data Protection

Each Party shall keep all non-public information received from the other confidential and use it only to perform this Agreement. This duty does not apply to information that (a) becomes public through no fault of the recipient, (b) was lawfully known or received from another source, or (c) is independently developed. The obligation lasts three years after the Term, and indefinitely for trade secrets. Each Party shall comply with applicable data-protection laws, safeguard all personal or business data, and ensure its affiliates and contractors follow equivalent standards. Upon termination or request, confidential information shall be returned or securely destroyed. Each Party shall notify the other within 5 business days of any data breach and cooperate in mitigation.

11. Intellectual Property

Each Party retains all rights, title, and interest in its pre-existing Intellectual Property. Unless expressly stated otherwise in writing, no license or ownership right is granted by implication, estoppel, or otherwise. The Seller shall ensure that all deliverables and materials supplied under this Agreement do not infringe or misappropriate any third-party rights. Any Intellectual Property developed solely by the Seller in performing this Agreement remains the Seller’s property, subject to the Buyer’s paid-up, non-exclusive, worldwide license to use such materials for its business purposes. Any Intellectual Property developed solely by the Buyer remains the Buyer’s property. Any Intellectual Property developed jointly by the Parties shall be jointly owned, with each Party entitled to use or license it without accounting to the other, unless otherwise agreed in writing.

12. Indemnification

Each Party shall indemnify and defend the other and its officers, employees, and agents from third-party claims arising from that Party’s breach, negligence, willful misconduct, or infringement. The indemnified Party shall give written notice within 15 days of learning of a claim and permit the other to control the defense and settlement. Failure to assume the defense within 10 days after written notice allows the other Party to assume control and recover reasonable attorneys’ fees and costs. Each Party shall cooperate as reasonably requested.

13. Limitation of Liability

Except for willful misconduct, fraud, gross negligence, bodily injury, death, confidentiality breaches, IP infringement, or indemnification obligations, neither Party is liable for indirect or consequential damages, including lost profits. The total aggregate liability of either Party shall not exceed the greater of (i) amounts paid or payable under this Agreement during the prior 12 months or (ii) $. This limit does not restrict refunds for defective or undelivered Products or payment of undisputed invoices.

14. Insurance and Legal Compliance

(i) Insurance Coverage. The Seller shall, at its own expense and for the entire Term of this Agreement, maintain commercial general liability insurance with limits of not less than $ per occurrence and $ aggregate, and product liability insurance covering all Products supplied under this Agreement. Evidence of coverage shall be provided upon request.

(ii) Compliance with Laws. Each Party shall comply with all applicable laws and regulations. If either Party becomes aware of a legal violation that materially affects this Agreement, it shall promptly notify the other. A material breach of this Section constitutes grounds for immediate termination by the non-breaching Party upon written notice. Each Party shall comply with all applicable laws and regulations in performing this Agreement, including those governing labor, trade, export, anti-bribery, and product safety.

15. Dispute Resolution and Governing Law

(i) Governing Law and Mediation. This Agreement shall be governed by the laws of the State of , without regard to conflict-of-law rules. The Parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) through direct discussion between the Parties.

(ii) Arbitration. If mediation does not resolve the Dispute within 30 days after the mediator’s appointment, and arbitration is not prohibited by applicable law, the Dispute shall be finally settled by binding arbitration administered by the AAA under its Commercial Arbitration Rules or, if AAA is unavailable or declines to administer, by JAMS.

The Parties knowingly and voluntarily waive any right to a jury trial in any action or proceeding arising out of or relating to this Agreement. The venue or seat of arbitration shall be , with hearings conducted in ,  unless otherwise agreed. The arbitration award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(iii) Exceptions. Either Party may file an action in a court of competent jurisdiction in 

, , which shall serve as the exclusive venue, to (a) protect confidential information, intellectual property, or exclusivity rights; (b) seek temporary or injunctive relief; (c) enforce or confirm an arbitration award; or (d) file a claim in small-claims court for matters within that court’s jurisdiction. Filing or maintaining any such action does not waive, limit, or affect the obligation to arbitrate all other Disputes under this Agreement. In any court action permitted under this Section, each Party shall bear its own attorneys’ fees and costs unless the court determines otherwise or applicable law requires a different allocation.

16. Exhibits

All exhibits, schedules, appendices, addenda, policies, or other supporting documents attached to, listed below, or specifically referenced in a Section are deemed incorporated into and form part of this Agreement ("Exhibits"). Each Exhibit is binding only if signed or initialed by both Parties, unless the Parties have expressly agreed in a separate written communication that signatures or initials are not required for that specific Exhibit. In the event of any inconsistency between this Agreement and an Exhibit, this Agreement shall govern unless the Exhibit (a) expressly identifies the Section it overrides or (b) supplements or clarifies the same subject matter without contradiction. The inclusion or listing of an Exhibit does not make it binding unless executed in accordance with this Section.









17. Definitions

“Products” defines the goods, deliverables, services, or related materials supplied, performed, or licensed under this Agreement, whether tangible or intangible, as described in the Description of Products Section (2) or any Exhibit that expressly replaces or supplements that Section. “Exclusive Area” means the territory, market, channel, and product scope described in the Grant, Scope, and Conditions of Exclusivity Section (3) or any Exhibit that expressly replaces or supplements that Section.

18. Miscellaneous

(i) Interpretation. Headings are for convenience only and do not affect interpretation. Singular terms include the plural and vice versa. References to persons include entities and vice versa. As used in this Agreement, the term “including” means “including, but not limited to,” and shall not limit the generality of the preceding language.

(ii) Fallback Definitions. To preserve enforceability, if any defined term such as “Buyer,” “Seller,” "Products", “Exclusive Area”, or “Exhibit” is changed, replaced, or omitted in any draft or executed version of this Agreement or its Exhibits, those terms shall be interpreted consistently with their plain meaning and context to maintain each Party’s rights and obligations as originally intended. References to specific Exhibits (e.g., Exhibit A, B, or C) include any equivalent exhibit, document, material, schedule, or attachment—regardless of title, numbering, or format—that defines the same subject matter described in the corresponding Section of this Agreement, for interpretive purposes only.

(iii) Entire Agreement and Amendments. This Agreement, including any referenced Exhibits, constitutes the complete and final understanding between the Parties and supersedes all prior agreements or communications, written or oral. It may be amended only by a written instrument signed by all Parties.

(v) Assignment and Successors. No Party may assign or transfer this Agreement or its rights or obligations without prior written consent, except to a successor acquiring substantially all business or assets, provided the assignee assumes all obligations in writing. This Agreement binds and benefits the Parties and their permitted successors and assigns.

(vi) Independent Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

(vii) Severability and Waiver. If any provision is held invalid or unenforceable, the remaining provisions remain enforceable to the fullest extent permitted by law. No waiver of any provision is effective unless in writing and signed by the waiving Party. Failure to enforce any term once does not waive future enforcement.

(viii) Notices. All notices must be in writing and delivered by hand, courier with proof of delivery, certified or registered mail with return receipt, or by email to the most recently designated addresses. Notices are deemed received upon confirmed delivery by courier or mail, or when an email is sent without an automatic failure or bounce-back notice.

(x) Injunctive Relief. A breach of confidentiality, exclusivity, or non-competition obligations may cause irreparable harm for which monetary damages are inadequate. The non-breaching Party may seek equitable relief, including temporary or permanent injunctions, in addition to any other available remedies.

(xii) Survival. Provisions that by their nature should survive termination, including those on confidentiality, intellectual property, indemnification, limitation of liability, and data protection, shall remain in effect. Exclusivity provisions terminate as stated in the Termination Section and do not survive unless expressly extended in writing.

(xiii) Order of Precedence. In the event of conflict between this Agreement and any Exhibit, schedule, or purchase order, this Agreement controls unless the other document expressly states it overrides a specific Section and is executed by both Parties.

(xiv) Further Assurances. Each Party shall execute and deliver further documents or take reasonable actions as necessary to give full effect to this Agreement and its intent.

(xv) Authority. Each Party represents and warrants it has full authority to execute and perform this Agreement and that doing so does not violate any other binding agreement or law.