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 an investment transaction
  • where the subject company will agree a period of exclusivity with the investor
  • for a longer form agreement with strong legal protections for the investor

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 investor
  • rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs

What other documents are available?

For a shorter form of exclusivity agreement for an investment transaction, see

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Updated by a lawyer on 27/06/2025

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