Exclusivity Agreement: business purchase (short)

A short form exclusivity agreement, in the form of a letter agreement, for use in a business purchase transaction where 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 shorter form document with principal legal protections for the buyer

What are the key features?

  • 12 paragraphs over 2 pages
  • definition of Exclusivity Period
  • exclusivity undertakings from the seller in favour of the buyer
  • indemnity for breach and indemnity for costs

What other docs are there?

For a longer form of exclusivity agreement for a business purchase transaction, see

When do I use this document?

  • for the assignment of IPR by a third party contractor to a company
  • as part of the closing documents in an investment transaction

What are the key features?

  • 8 clauses over 4 pages
  • in the form of a deed between the company and the assigning contractor
  • definitions of Developed IPR and Intellectual Property
  • assignment and further assurance provisions
  • warranties from the assigning contractor as to ownership of the Assigned IPR

What other documents are available?

For a Deed of Assignment of general intellectual property rights by a founder to a company, see

For a Deed of Assignment of registered and unregistered trade marks, 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 27/06/2025

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