An exclusivity agreement template can be used by companies providing their services or products to a limited number of customers or under special conditions. Using the PandaDoc exclusivity agreement sample you can protect yourself as a seller and establish cooperation with your customers.
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Under this exclusivity agreement template, you can secure exclusive rights to sell products or services to another organization. It generates a unilateral restriction that ensures that one party sells exclusively to the other and that the purchasing party does not purchase the goods listed in the contract from any other party.
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.
This exclusive vendor agreement between you and the other party gives you the sole right to sell certain products or services. 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.
This exclusivity contract sample ensures that one party sells exclusively to the other and that the purchasing party does not purchase the goods listed from any other party. You can edit this section to set restrictions for working with a specific company or special conditions for reselling.
The following property is being offered by the Seller during the term of this agreement:
Be sure to list all items, their descriptions, and their SKUS (if applicable) in this section of the template. You may add an attachment to your exclusivity contract listing the items.
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 |
This pricing table reflects the minimum allowed sales price for all goods being sold to the Seller. Customize the table to match the data with your exclusivity agreement requirements.
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.
This section protects the Buyer by ensuring that the product they are shipped is provided in new condition at all times.
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 |
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.
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.
Under this exclusivity agreement template, the Sellers have rights 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:
The Force Majeure section protects both parties from being held liable for agreement violations due to circumstances beyond their control.
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:
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.
The arbitration section ensures that any disagreements related to this exclusivity agreement will be resolved through a neutral arbitrator, not 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.
This section provides support against any comments or actions that could harm the business or personal functions of either party in this exclusivity agreement. It is important for protecting your confidential information, reputation, and business interests.
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.
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.
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.
This section restricts either party from assigning their rights and obligations under the terms of this exclusivity agreement to another party without prior approval.
The Parties agree, that without prior consent, no portions of this agreement may be transferred, sold, or given to third-party individuals.
This exclusivity agreement is subject to the jurisdiction of [Sender.State] as agreed between the parties.
The signatures below serve as acknowledgment and agreement of all terms and conditions within this exclusivity agreement.
Your exclusivity agreement may come as a separate clause in the main contract. Just make sure, it states clear cooperation conditions that are acceptable and mutually beneficial.