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Exclusivity Agreement Template

Prepared for:

[Client.FirstName] [Client.LastName]
[Client.Company]

Created by:

[Sender.FirstName] [Sender.LastName]
[Sender.Company]

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

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

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

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.

Exclusivity

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.

Items

The following property is being offered by the Seller during the term of this agreement:​

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
Discount $0.00
Tax $0.00
Total $0.00

Standards

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.

Payment

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
Discount $0.00
Tax $0.00
Total $0.00

Delivery

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.

Taxes

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. 

Warranty

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.

Inspection

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.

Default

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 

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.

Arbitration

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.

Confidentiality

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.

Non-Disparagement

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.

Notices

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.

Seller:​

[Sender.Address]​​

[Sener.Email]

Buyer:

[Client.Address]

​​[Client.Email]

Severability

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.

Amendment

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. 

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 [Sender.State]​ as agreed between the parties.

Agreement

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

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName] [Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName] [Client.LastName]

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