Exclusivity Agreement: business purchase (long)
A comprehensive exclusivity agreement, in agreement form, for use in a business purchase transaction and under which the seller undertakes to the prospective buyer not to negotiate with, or sell its business to, another buyer for a specified period.
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When do I use this document?
- for a business purchase transaction
- where the seller 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 seller in favour of the buyer
- rights and remedies for the buyer, including indemnity for breach and indemnity for costs
What other docs are there?
For a shorter form of exclusivity agreement for a business purchase transaction, see
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
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Updated by a lawyer on 27/06/2025
- Updated By a lawyer on
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