Jurisdiction(s):
United Kingdom

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,...

Precedent Exclusivity Agreement for Commercial Negotiations with Confidentiality, Access, Costs Indemnity and Non‑Solicitation (England and Wales)

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Precedents

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This Agreement is entered into on [ date ]

Parties

[ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its Registered office at ] [ insert address ] (Party A); and
[ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at ] [ insert address ] (Party B),

each of Party A and Party B being a party, and together Party A and Party B being the parties for the purposes of this Agreement only.

BACKGROUND

The parties [ propose to enter into OR have entered into ] negotiations relating to the Project (as defined below).
Acknowledging that Party B is incurring Costs and expenses in connection with those negotiations, Party A intends to grant Party B a period of exclusivity for such negotiations on the terms contained in this Agreement...

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Web page updated on 22/05/2026

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