Jurisdiction(s):
United Kingdom

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Key definition

Exclusivity agreement definition

What does Exclusivity agreement mean? An exclusivity (or lock-out) agreement is a contract used in corporate, real estate and commercial negotiations that prevents one or both parties from soliciting or negotiating with third parties, for a defined period and scope, while they explore a proposed transaction. The term is descriptive, not statutory; enforceability rests on general principles of contract law. Typical features include a fixed duration, clear no-shop/no-talk restrictions, permitted exceptions, confidentiality, and remedies. It creates a negative obligation only: it does not compel completion or require the parties to negotiate in good faith. England & Wales and Northern Ireland: enforceable if obligations are certain,...

Property Exclusivity (Lockout) Agreements: Duration, Consideration, Seller and Buyer Obligations, Termination and Enforcement (England and Wales)

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Practice notes

exclusivity agreement (or lockout agreement)

An exclusivity, or lockout, agreement is often put in place when a purchaser wants the owner to stop discussing a sale with anyone else for a specified window of time. The intention is to give the buyer breathing space to move the deal forward without the threat of a competing bidder gazumping them. It does not amount to a promise that a contract for sale will be concluded. Once the exclusivity window closes, either side may freely withdraw, and the seller is thereafter at liberty to dispose of the property to another party. Residential developers commonly adopt exclusivity agreements to grant purchasers a set exclusive period in which to exchange contracts. In exchange, the purchaser pays a non-refundable deposit that can be forfeited if the deadline is not met...

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Web page updated on 26/05/2026

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