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 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 04/11/2025

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