When do I use this bundle? For an investment transaction with a single investor in a private limited company What documents are included? term sheet for an investment for ordinary shares Investment term sheet: ordinary shares investment NDA NDA: investment (short) legal due diligence checklist Due diligence checklist: investment investment and shareholders agreement Investment and Shareholders Agreement: established business single investor Articles of association Articles of Association: established business single investor

Exclusivity Agreement: share purchase (long)

A comprehensive exclusivity agreement, in agreement form, for use in a share purchase transaction and under which the sellers undertake to the buyer not to negotiate with, or sell the target company to, another buyer for a specified period.

for a share purchase transaction
where the sellers will agree a period of exclusivity with the buyer
for a longer form agreement with strong legal protections for the buyer

What are the key features?

13 clauses over 6 pages
definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
exclusivity undertakings from the company in favour of the proposed buyer
rights and remedies for the buyer, including indemnity for breach and indemnity for costs

What other documents are there?

For a shorter form of exclusivity agreement for a share purchase transaction, see

Exclusivity Agreement – share purchase (short)

Description

When do I use this bundle?

For an investment transaction with a single investor in a private limited company

What documents are included?

term sheet for an investment for ordinary shares Investment term sheet: ordinary shares
investment NDA NDA: investment (short)
legal due diligence checklist Due diligence checklist: investment
investment and shareholders agreement Investment and Shareholders Agreement: established business single investor
Articles of association Articles of Association: established business single investor

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 04/11/2025

Updated By a lawyer on 05/10/2023

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Exclusivity Agreement: share purchase (long)