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 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

Explanatory Guides

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

Updated by a lawyer on 17/05/2023

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