An exclusivity agreement outlines the details of a buyer who agrees to purchase goods exclusively from a seller so that the seller is the only provider of the goods.
This exclusivity agreement (hereby referred to as the "Agreement") is entered into and made on [DATE], between [SELLER] (hereby referred to as "A") and [BUYER] (hereby referred to as "B").
A and B have expressed interest in entering into an exclusivity agreement in regards to:
[PROPERTY OR GOODS TO BE SOLD]
For the interest of both involved parties, and to show receipt and acknowledgment of this agreement, both parties agree to:
The period of exclusivity will begin on [STARTING DATE] and conclude on [END DATE]. During this period, A will not sell, promote, or solicit any property included within the Agreement to any other parties.
B agrees to purchase property listed in the Agreement from A alone and no other sellers during the term of the Agreement. B also agrees to purchase property in accordance with terms and conditions outlined in the Agreement for the entire term.
2. Items for Purchase
The property listed below is offered by A throughout the terms of this agreement:
3. Cost to Resell
A reserves the right to enforce and maintain set manufacturer's recommended sale prices (MSRP) for all goods and property listed. B agrees to adhere to the MSRP prices during the entire term of the Agreement.
[NAME OF GOODS/PROPERTY] [MSRP] [QUANTITY] [SUBTOTAL]
4. Payment for Goods/Property
Payments are based on information listed below and will include deposits, discounts, and taxes, where applicable. Upon the shipping date of the property, A will invoice, payable under [PAYMENT TERMS].
If the payment is not received by the due date, A reserves the right to apply a [LATE FEE PERCENTAGE]% late fee to the invoice total.
Failure to pay constitutes a breach of contract. A reserves the right to terminate exclusivity agreement. If termination occurs, B is still responsible for all funds due. A also has the right to take legal action to recoup fees due.
Both parties agree to an obligation to uphold this Agreement at all times. But neither party is liable for violations caused by:
Severe weather conditions
Acts of God
Acts of terrorism
Should any of these occur, both parties have an appropriate amount of time for resolution of the occurrence prior to further action being taken.
B is responsible for paying any and all state, local, and/or federal taxes due for goods listed in the Agreement. Taxes will be included in invoiced amount.
6. Delivery Method
A understands the importance of timely delivery and agrees to ship any products related to the Agreement within five (5) days of order receipt. A agrees to notify buyer immediately in the event of shipment delays and provide regular status updates.
7. Inspection of Goods/Property
B has a reasonable amount of time to inspect goods/property for any errors or defects. If any errors or defects are found, B shall notify A to correct the issue. If property must be shipped back, all shipping costs are the responsibility of A.
A warrants that all property is in new and working condition. If B finds that this warranty is not met, A can either correct the problem or issue a full refund for any defective goods/property.
Both parties agree that during the Agreement, along with a period of one (1) year after termination or completion of the Agreement, they will refrain from any statements or comments (in oral or written form) that could damage, disparage, or cause injury to the other party's reputation.
During the agreement, each party will have access to certain confidential information pertaining to the other party's business. Both agree to keep all information confidential. Confidential information may also be returned to the owner upon request.
10. Dispute Resolution
Should any controversies or disputes arise during the term of the Agreement, these shall be resolved through arbitration with [NAME OF ARBITRATOR] as agreed by both parties. This arbitrator has been vetted by both parties involved and has a firm understanding of the Agreement. The arbitrator may not alter, modify, or disburse any awards that occur during the process.
Any and all notices relating to this Agreement must be delivered via certified mail, in person, or via email. Costs relating to the sending of notifications are the responsibility of B. Sent notifications must be delivered to:
[SELLER BUSINESS ADDRESS]
[SELLER EMAIL ADDRESS]
[BUYER BUSINESS ADDRESS]
[BUYER EMAIL ADDRESS]
If any provision in this agreement is found to be unenforceable or invalid, all other provisions will remain in effect. Both parties will be permitted to come to an agreement and replace the invalid provision with an enforceable, valid term.
This Agreement may not be modified or amended except through written agreement agreed upon and executed by both parties.
This Agreement is subject to the jurisdiction of [STATE IN WHICH SELLER OPERATES] as agreed between both parties.
The signatures below serve as agreement and acknowledgment of all terms and conditions listed within this Agreement.
[SIGNATURE OF SELLER] [DATE]
[SIGNATURE OF BUYER] [DATE]
Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Service for more details.
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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