Exclusivity agreement meaning

Checklist to assist with taking instructions from a business when drafting a consultancy agreement See also: Key provisions in a consultancy agreement—checklist. Precedents For precedent consultancy agreements, see: Consultancy agreement—company and individual—pro-client Consultancy agreement—company and company—pro-client Consultancy agreement—individual and company—pro-consultant Consultancy agreement—company and company—pro-consultancy Consultancy agreement—company and individual—pro-client (short form) Side letter to consultancy agreement—company and company—pro-client Further related guidance See: Consultancy services—overview and Practice Notes: Managed service companies and the anti-avoidance legislation Deciding appropriate employment status Personal service companies—the key benefits and key tax considerations Securing intellectual property rights from employees and contractors IR35—the large and public client off-payroll regime—practical considerations for the end client Issue Business objectives Why do you want to appoint a consultant? What are you trying to achieve? Service scope What services will fall within the scope of the...

This Checklist highlights the principal points to weigh up when entering into, drafting, or reviewing contractual joint venture arrangements. It addresses the legal, regulatory and practical aspects surrounding such arrangements. For background, see Practice Notes: Contractual joint ventures; Drafting a contractual joint venture agreement; and Drafting for particular types of contractual joint venture. Preliminary issues for consideration What is the current position of the parties’ discussions? See Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking needed from one, some or all parties or their affiliates? See Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture; Confidentiality agreement—one-way—pro-discloser; Confidentiality agreement—one-way—pro-recipient; and Confidentiality agreement—mutual. Do the parties intend to reserve a period of exclusive negotiation? See Practice Note: Exclusivity in contract negotiations. Identify any potential roadblocks to the deal (for example, competition issues, regulatory consents or licences) and how to address them. See Practice Notes: Competition law and joint ventures; Analysing horizontal agreements under...

Power purchase agreements (PPAs), and the consequent checklist considerations, will differ according to several elements, such as the generation technology adopted and, notably, whether any feedstock or fuel is necessary to run the finished plant. The nature of the deal—be it a short-term trading arrangement or a longer-term contract required to support financing—will likewise be influential. This Checklist proceeds on the basis of a ‘conventional’ PPA with a licensed supplier as the counterparty. Other forms exist, including corporate PPAs where the buyer is an end user, potentially linked to the plant by a private wire. For additional detail on corporate PPAs, see Practice Note: Corporate Power Purchase Agreements—an introduction to structuring power purchase arrangements between large energy users and remotely located generators. What is/check the duration of the agreement? Where a PPA is needed to underpin external financing for a new generating asset, the PPA term should, as far as practicable, ideally align with the tenor of any loans advanced to fund the scheme and the associated project...

Joseph Iosefa v Polar Air Cargo Worldwide, Inc; Polar Air Cargo Worldwide, Inc v Dnata Airport Services Pty Ltd [2025] NSWSC 1500 What are the practical implications of the case? The ruling offers significant direction on how to read and apply multi-tier dispute resolution provisions that map out sequential or alternative pathways to settle controversies, notably negotiation, arbitration, and court proceedings. It underscores the necessity for precise drafting, requiring parties to unmistakably record an intention that disputes are to be resolved only by arbitration if that is what they want. Where exclusivity is intended, the clause must say so in clear terms and avoid wording that permits litigation to re-emerge simply because the parties cannot agree procedural details of the arbitration. In this matter, the clause was not treated as a binding agreement to arbitrate, as the parties had contemplated resolving the dispute through litigation if the arbitral process broke down. The judgment is also instructive on the court’s methodology when construing arbitration agreements. The court read the...

Antitrust AG delivers opinion on Belgian reference urging that an exclusive distributor be shielded from active sales in its territory by all the supplier’s other purchasers Advocate General Medina has presented her opinion in Case C-581/23 Beevers Kaas, a reference from Belgium addressing the interpretation of Article 101 TFEU and the former vertical agreements block exemption (Regulation 330/2010). The focus is whether an exclusive distribution arrangement accords with the parallel imposition requirement, under which a supplier must ensure its exclusive distributor is safeguarded against active selling into the protected territory by all the supplier’s remaining distributors or buyers. The opinion considers how these rules apply where exclusivity is granted and parallel obligations are expected across the supplier’s network to prevent targeted incursions into the exclusive area... Background Beevers Kass acts as the exclusive distributor in Belgium for Beemster cheese, sourced from the Dutch producer Cono. Since 1993, Cono and Beevers have been bound by an exclusive distribution agreement governing the sale of Beemster cheese in Belgium and...

In this issue Pharmaceutical regulation Advanced therapeutics Medical devices Data protection and life sciences Advertising of medicines Daily and weekly news alerts New and updated content Trackers Useful information Life Sciences Highlights 2025/2026 Pharmaceutical regulation Council and Parliament reach political agreement on pharmaceutical legislation reform package The Council of the EU and the European Parliament have struck a provisional political deal on the EU’s extensive overhaul of medicines legislation, the ‘pharma reform package’. It prioritises patient access, regulatory streamlining, industry competitiveness and secure medicinal supplies, while adding incentives to tackle antimicrobial resistance. The accord preserves the familiar baseline exclusivity of nine years: eight years of regulatory data protection followed by one year of market protection. A new Article 56a would permit Member States to require companies to keep adequate stocks to satisfy national demand, signalling the EU’s sharpened focus on uninterrupted supply. The measures also recalibrate the environment for generics and biosimilars, broadening...

Heads of terms A business purchase (the target business) typically starts with settling the key commercial points—price, structure of the deal, due diligence steps, exclusivity provisions and timetable. These points are commonly negotiated by the parties themselves, or alongside their accountants and other professional advisers, and then set out in heads of terms, sometimes called a ‘letter of intent’ or ‘memorandum of understanding’. See Practice Note: Heads of terms—share and asset purchases. Where environmental risks are known or suspected, the heads of terms might cover: providing the buyer with any existing environmental report(s) a requirement for a reliance agreement or collateral warranty, giving the buyer the benefit of those report(s) a process allowing the buyer to undertake a phase 1 environmental audit or phase 2 ground investigations headline terms for an environmental indemnity or environmental insurance What happens during the preliminary phase?...

(OMPs) are medicines that help prevent, identify or treat rare illnesses and medical conditions. Because the number of people affected is very small, without incentives, pharmaceutical companies may doubt whether sales would cover the research and development (R&D) costs of medical products to detect, prevent and treat such disorders. In the relevant EU law, 'rare' is defined as affecting fewer than five in 10,000 people in the EU. Yet most rare conditions impact fewer than one in 100,000 people. Although each individual rare disease is uncommon, they carry major public health importance and significance. There are thought to be more than 6,000 distinct rare diseases; so, while each is infrequent on its own, together they account for a substantial patient population, roughly one in every 12 people in the EU (all rare diseases combined). In the absence of incentives, it is frequently not commercially feasible for pharmaceutical companies to develop and market OMPs, and only about 5% of rare diseases currently have an authorised treatment option available...

From 31 January 2020, the UK was no longer an EU Member State, having left the Union. Under the Withdrawal Agreement, an 11-month transition (implementation) period ran until 31 December 2020, during which EU law continued to apply in full. EU legislation made or brought into effect after 31 December 2020 (IP completion day) does not bind the UK at all. For EU legislation predating 31 December 2020, a new class of domestic law—retained EU law—was created by the European Union (Withdrawal) Act 2018 and then the European Union (Withdrawal Agreement) Act 2020; related pre-2021 case law continued to have effect in the UK. For further information and background, see Practice Notes: Brexit—key legislation explained and Retained EU law and assimilated law. The Retained EU Law (Revocation and Reform) Act 2023 further amended this position from the end of 2023, altering the framework in practice. With effect from 1 January 2024, any retained EU law still operative in the UK is treated as ‘assimilated’ domestic law, because, in general, EU-derived...

Dated [ date ], this Agreement is entered into between the parties identified below. Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Customer) [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Supplier) Each of the Supplier and the Customer is a party; together, they are the parties. Background The Customer carries on the business of [ insert description ]. The Supplier conducts the business of providing [ insert description of services ] to other businesses. The parties have agreed that the Supplier will provide services to the Customer on the terms contained in this Agreement....

The Investment Property Forum (IPF) produced this precedent because they recognise it is very common for the parties to a prospective property deal to enter into a non-disclosure agreement (NDA) so they can review certain marketing material and/or commence due diligence...

This Agreement is entered into on [ date ] Parties [ insert name of supplier ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Supplier); [ insert name of customer ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Customer), (each of the Supplier and the Customer being a party, and together the Supplier and the Customer constituting the parties) Background The Supplier carries on the business of supplying [ insert description ] to other businesses. The Customer carries on the business of [ insert description ]. The parties have agreed that the Supplier...