Exclusive or Exclusivity Agreement between Buyer and Seller

Agreement made on the ________________ (date), between ____________________

(Name of Buyer) a corporation organized and existing under the laws of the state of
________________, with its principal office located at ________________________________
____________________________________ (street address, city, county, state, zip code),
referred to herein as Buyer, and _____________________ (Name of Seller), a corporation
organized and existing under the laws of the state of ______________, with its principal office
located at ___________________________________________________________________
_____________ (street address, city, county, state, zip code), referred to herein as Seller.
Whereas, Buyer and Seller desire to enter into an exclusive agreement with regard to
the purchase and sale of (describe product) ______________________________________
________________________________________________, hereinafter called Product; and
Whereas, Buyer and the Seller are entering into this Agreement in good faith and are
relying on its terms;
Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.

Definitions and Descriptions

As used herein, the following definitions shall apply:
A.
Buyer's Obligations shall mean the obligations of the Buyer as set forth in
Section 3 of this Agreement.
B.
Buyer's Solicitors shall mean _______________________________________
____________________________________________________ (Name and address).
C.
Exclusivity Period shall mean the period starting at ______________________
(time and date) and ending on ________________________ (time and date).
D.
Property shall mean (describe and/or define) __________________________
______________________________________________________________________
_________________________________________________________.
E.
Seller's Obligations shall mean the obligations of the Seller set forth in Section
2 of this Agreement.
F.
Seller's Solicitors shall mean ________________________________________
____________________________________________________ (Name and address).
G.

Transaction shall me the sale of the Property.

H.
Transaction Documents shall mean the Draft Sale and Purchase Agreements
and all title documentation and information to deduce title in accordance said
Agreements.

I.
Except where a contrary intention appears, a reference to a clause or a
schedule is a reference to a clause of, or Schedule to, this Agreement.
J.
Unless otherwise specified, a reference to a law is a reference to it as it
is in force for the time being taking account of any amendment, extension,
application or re-enactment.
2.

Seller hereby agrees, by ______________________ (time and date), to instruct Seller's

Solicitors to do the following:
A.
Send the Transaction Documents in accordance to the Buyer's Solicitors on or
before __________________________ (time and date);
B.
Answer promptly all enquiries raised by the Buyer's Solicitors relating to the
Property or the Transaction;
C.
Respond promptly to any amendments to the Draft Sale and Purchase
Agreements proposed by the Buyer's Solicitors and do all other work required to enable
contracts for the Transaction to be exchanged within the Exclusivity Period; and
D.
Supply the Seller's Solicitors with all documentation, information and authority to
enable the Seller's Solicitors to draft and negotiate the sale and purchase agreement
and do all work necessary to enable contracts for the Transaction to be exchanged
within the Exclusivity Period;
E.
During the Exclusivity Period not to send, instruct or allow anyone else to send
any Transaction Documents to anyone other than the Buyer's Solicitors, and
F.

During the Exclusivity Period, that it shall not do the following:

1.
Encumber or deal with the title to the Property except with the Buyer, or
2.
Solicit or respond to any approach to encumber or deal with the title to the
Property with anyone other than the Buyer.

G.
Seller must send the Transaction Documents to the Buyer's Solicitors by first
class post or by recognized document exchange or by hand to their address or
document exchange number (as appropriate) and quoting their reference stated in this
Agreement.
3.
Buyer hereby agrees, by _______________________ (time and date), to instruct
Seller's Solicitors to instruct the Buyer's Solicitors to investigate title to the Property, negotiate
the draft sale and purchase agreement, raise enquiries of the Seller and any third parties about
the Property, and do any other work required to enable contracts for the Transaction to be
exchanged within the Exclusivity Period.
4.
Buyer may terminate this Agreement with immediate effect by written notice to the Seller
within ten (10) days of receipt of such notice.
5.
Seller may terminate this Agreement with immediate effect by written notice to the Buyer
if the Buyer is in breach of the Buyer's Obligations.

6.
If during the Exclusivity Period the Seller breaches any of the Seller's Obligations and
the Buyer chooses as a result to terminate this Agreement, Seller must reimburse Buyer for all
costs, fees, commissions and expenses incurred by the Buyer in connection with the
Transaction.
7.
Severability: The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this Agreement is held to
be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and
effect as if they had been executed by both parties subsequent to the expungement of the
invalid provision.
8.
No Waiver: The failure of either party to this Agreement to insist upon the performance
of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving any
such terms and conditions, but the same shall continue and remain in full force and effect as if
no such forbearance or waiver had occurred.
9.
Governing Law: This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of _______________.
10.
Notices: Any notice provided for or concerning this Agreement shall be in writing and
shall be deemed sufficiently given when sent by certified or registered mail if sent to the
respective address of each party as set forth at the beginning of this Agreement.
11.
Attorneys Fees: In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all the sums that
either party may be called on to pay, a reasonable sum for the successful party's attorney fees.
12.
Mandatory Arbitration: Any dispute under this Agreement shall be required to be
resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator,
each party shall select one arbitrator and both arbitrators shall then select a third. The third
arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules
of the American Arbitration Association then in force and effect.
13.
Entire Agreement: This Agreement shall constitute the entire agreement between the
parties and any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in this
Agreement.
14.
Modification of Agreement: Any modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement shall be binding only if placed in
writing and signed by each party or an authorized representative of each party.
15.
Assignment of Rights: The rights of each party under this Agreement are personal to
that party and may not be assigned or transferred to any other person, firm, corporation, or
other entity without the prior, express, and written consent of the other party.
16.
In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.

WITNESS our signatures as of the day and date first above stated.
______________________________
(Name of Seller)

______________________________
(Name of Buyer)

By:______________________________
_________________________________
(Printed name & Office in Corporation)
_________________________________
(Signature of Officer)

By:_____________________________
________________________________
(Printed name & Office in Corporation
________________________________
(Signature of Officer)