Exclusivity Agreement Template

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

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.