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.

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When do I use this document?

  • 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

When do I use this document?

  • 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

Explanatory Guides

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Updated by a lawyer on 05/09/2024

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