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  3. Exclusivity Agreement Template


Exclusivity Agreement

This exclusivity agreement is entered into on [Agreement.CreatedDate] between the parties [Seller.FirstName] [Seller.LastName] and [Buyer.FirstName] [Buyer.LastName].

The Seller and Buyer have expressed an interest to enter into an exclusivity agreement with regard to the following property:

(Multi-Line Text Field Source Code License Agreement Template1)

Therefore, for the interest of both parties involved and for the receipt and acknowledgment of this agreement, both parties agree to the following:

PandaTip: An exclusivity agreement gives you the sole right to sell products or services to another organization. In most cases, the seller offers certain guarantees or discounts in return for these exclusive rights.


The exclusivity period shall begin on [Agreement.CreatedDate] and will conclude on [Agreement.EndDate].

During the exclusivity period, the Seller will under no condition solicit, sell, or promote any of the property listed within this exclusivity agreement to any other Parties.

The Buyer agrees to purchase the property listed in this agreement from the Seller and no other vendors during the term of this exclusivity agreement.

Furthermore, the Buyer agrees to purchase the product with consideration to the terms and conditions outlined in this exclusivity agreement for the entire agreement term.

PandaTip: Exclusivity agreements create a unilateral restriction that ensures that one party sells exclusively to the other, and that the purchasing party does not purchase the goods listed from any other party.


The following property is being offered by the Seller during the term of this agreement:
(Multi-Line Text Field Source Code License Agreement Template1)

Be sure to list all items, their descriptions, and their SKUS (if applicable) in this section of the template.

Resell Cost

Seller reserves the right to maintain and enforce minimum manufacturer’s recommended sales prices (MSRP) for all goods listed. The Buyer agrees to sell all goods at at least the MSRP prices listed below during the entire term of this exclusivity agreement.

Name Price QTY Subtotal

Subtotal       $0.00
Total    $0.00

PandaTip: Use this pricing table to reflect the minimum allowed sales price for all goods being sold to the Seller.


All property being provided must fit the above descriptions and shall be in new condition upon the Buyer’s receipt.

In the instance the property is received and does not fit the descriptions above, the Seller shall have ample opportunity to correct or resend the product to correct the issue at their sole expense.

PandaTip: The “standards” section of this template protects the Buyer by ensuring that the product they are shipped is provided in new condition at all times. Use the payment table in the template below to set the price that the Buyer will pay to the Seller for the goods included in this exclusivity agreement.


Payments will be based on the table below and shall be inclusive of any taxes, deposits, and discounts provided.

The Seller will invoice upon the property’s shipping date and the invoice will be payable under [Payment.Terms] payment terms.

In the event payment is not received by the payment due date, the Seller shall reserve the right to apply a [LateFee.Percentage]% late fee to the affected invoice’s total.

Non payment will constitute as a breach of contract and, at the Seller’s discretion, termination of this exclusivity agreement in its entirety.

In the instance of termination of this agreement all funds will remain due. Furthermore, the Seller will be permitted to seek legal remedy for the fees due.

Name Price QTY Subtotal

Subtotal       $0.00
Total    $0.00

PandaTip: The delivery portion of this exclusivity agreement template will outline any and all delivery timelines as well as any and all shipping costs and responsibilities.


The Seller agrees that timely delivery is necessary to support the Buyer’s activities, and furthermore agrees to initiate shipment of any requested products related to this exclusivity agreement within 5 days of receipt of order.

Should product shipments be delayed for any reason, the Seller agrees to immediately notify the Buyer and provide regular updates regarding any delayed shipments.

If the Buyer would like to expedite shipping they may do so at their sole expense.


The Buyer shall remain responsible for any and all taxes due for the goods listed. These taxes shall be included in the invoiced amount and will cover any state, federal, or local taxes.

PandaTip: If the Seller offers any manufacturer or other warranties, they should be listed in the template below..


The Seller warrants all property sold will be in working and new condition. Upon the finding of such warranties not being met the Seller will have ample opportunity to correct the issues or will issue a full refund for the defective property.


The Buyer will, upon receipt of any shipment from the Seller, be allowed a reasonable amount of time to inspect the property for defects or errors that may have occurred during shipment.

In the instance such issues are found, the Buyer shall notify the Seller and provide them with the ability to correct the issue.

In the instance the Buyer must ship the Property back to the Seller all shipping costs will be the Seller’s responsibility.

PandaTip: This section of the template outlines the Seller’s right to inspect and reject shipments at their discretion.


The following occurrences shall serve as a default of this agreement and grounds for termination as such:

  1. Failure to make required payments
  2. Bankruptcy by either party
  3. The seizure of either party by creditors
  4. Failure to deliver property in agreed upon time frame

PandaTip: The Force Majeure section of this template protects both parties from being held liable for agreement violations due to circumstances beyond their control.

Force Majeure

Both Parties agree that they are obligated to uphold this exclusivity agreement in its entirety at all times. However, neither party shall be held liable for violations of this agreement caused by the following:

  • Vandalism
  • Acts of God
  • Acts of terrorism
  • Earthquake
  • Severe weather
  • Military Action

Furthermore, both parties will be allowed an appropriate amount of time to allow for the occurrence to resolve before any further action may be taken.

PandaTip: The arbitration section of this template ensures that any disagreements related to this exclusivity agreement will be resolved through a neutral arbitrator, rather than through a court of law. This expedites resolution for any disagreements, saving both parties time and money.


Any and all disputes or controversies that may arise through the term of this exclusivity agreement shall be solved through arbitration with [Arbitrator.Name] as agreed between the Parties.

The selected arbitrator is knowledgeable in the exclusivity agreement entered and has been vetted by all parties involved in this agreement.

In the instance of the need for arbitration both parties shall provide the arbitrator will all necessary documentation pertaining to this exclusivity agreement.

The arbitrator will not have permission to modify, alter, or disburse any awards that may occur during the arbitration.


Both parties acknowledge during the term of this agreement they will be made aware of certain information pertaining to the other party’s business that is considered confidential.

The parties agree to keep all information confidential, and not to provide the public with any information not previously released as public.

Upon request all confidential documentation shall be returned to the rightful owner.

PandaTip: The non-disparagement portion of this exclusivity agreement template provides support against any comments or actions that could harm the business or personal functions of either party in this agreement.


The Parties agree, that during this exclusivity agreement as well as a period of 1 year of either termination or completion of this agreement they will refrain from any comments or statements either in written or oral form that may disparage or damage the other party’s reputation or cause injury to the party involved.

Any breach in this term will result in legal action and termination of this exclusivity agreement.


Any and all notices regarding this exclusivity agreement shall be delivered via email, in person, or via certified mail. All costs related to the sending of such notification will be the responsibility of the sender. Any sent notifications should be delivered to the addresses below.






Under the instance any provision in this agreement is found to be invalid or unenforceable all remaining provisions will remain in full effect.

Furthermore, the parties will be allowed to come to an agreement and substitute the invalid provision with a similar enforceable term.

PandaTip: The amendment clause in this exclusivity agreement template gives space to document any requirements for modifications or changes to the agreement.


This agreement may be amended and modified with written agreement between the parties containing both of the parties’ signatures.

Entire Agreement

This exclusivity agreement in its entirety is considered the entire agreement and shall overrule any previous agreements made between the parties in either oral or written form.

PandaTip: This section of the template restricts either party from assigning their rights and obligations under the terms of this agreement to another party without prior approval.

Assignment of Rights

The Parties agree, that without prior consent, no portions of this agreement may be transferred, sold, or given to third party individuals.

Applicable Law

This exclusivity agreement is subject to the jurisdiction of [Seller.State] as agreed between the parties.


The signatures below serve as acknowledgment and agreement of all terms and conditions within this exclusivity agreement.

PandaTip: Once this template is completely filled in, the Seller and Buyer can sign it electronically from a computer or mobile device.

Exclusivity Agreement Template1

Exclusivity Agreement Template1

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