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 sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 04/11/2025
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