Exclusivity Agreement.pdf

About Global Documents

Global Documents provides you with documents from around the globe on a variety of topics for your enjoyment.
Global Documents utilizes edocr for all its document needs due to edocr's wonderful content features. Thousands of professionals and businesses around the globe publish marketing, sales, operations, customer service and financial documents making it easier for prospects and customers to find content.
Buyer Seller AGREEMENT EXCLUSIVITY Period Transaction Buyer s Solicitors
DATED 
_____________ 
EXCLUSIVITY AGREEMENT 
 
relating to 
 
____________________ 
 
between 
 
__________________________ 
 
and 
 
__________________________ 
Produced by www.homekeys.co.uk 
CONTENTS 
CLAUSE 
Page 
1. 
Interpretation................................................................................................................. 1 
2. 
Seller's obligations ........................................................................................................ 2 
3. 
Buyer's obligations........................................................................................................ 3 
4. 
Termination................................................................................................................... 3 
5. 
Remedies....................................................................................................................... 3 
6. 
Time of the essence....................................................................................................... 3 
7. 
Exclusion of third party rights ...................................................................................... 3 
 
Produced by www.homekeys.co.uk 
THIS AGREEMENT is dated  
PARTIES 
(1) 
  ________________________________________________     (Seller).  
(2) 
  ________________________________________________      (Buyer).  
BACKGROUND 
(A) 
The Buyer and the Seller intend to enter into the Transaction subject to 
contract. 
(B) 
The Seller does not intend to enter into the Transaction with anyone other than 
the Buyer during the Exclusivity Period. 
(C) 
The Buyer and the Seller are entering into this agreement in good faith and are 
relying on its terms. 
AGREED TERMS 
1. 
INTERPRETATION 
1.1 
The definitions in this clause apply in this agreement. 
Buyer’s Obligations: the obligations of the Buyer set out in clause 3. 
Buyer’s Solicitors:   _______________________________________                                            
of    _____________________________________________________ 
(reference ___________). 
Exclusivity Period: the period starting at _______________ on  
_____________________and ending at ______________ on  
_____________________. 
Property: ______________________________________________. 
Seller’s Obligations: the obligations of the Seller set out in clause 2. 
Seller’s Solicitors:       _______________________________________     
 of      _____________________________________________________ 
 
(reference ___________). 
Transaction: the sale of the Property. 
Transaction Documents: the draft sale and purchase agreement and all title 
documentation and information to deduce title in accordance with the draft 
sale and purchase agreement. 
VAT: value added tax chargeable under the Value Added Tax Act 1994 and 
any similar replacement and any similar additional tax. 
1 
1.2 
The rules of interpretation in this clause apply in this agreement. 
1.3 
Clause and Schedule headings do not affect the interpretation of this 
agreement. 
1.4 
Except where a contrary intention appears, a reference to a clause or a 
Schedule is a reference to a clause of, or Schedule to this agreement. 
1.5 
Unless otherwise specified, a reference to a law is a reference to it as it is in 
force for the time being taking account of any amendment, extension, 
application or re-enactment and includes any subordinate legislation for the 
time being in force made under it. 
1.6 Writing or written includes faxes but not email. 
2. 
SELLER'S OBLIGATIONS 
2.1 
In consideration of the Buyer undertaking and incurring expenses in 
connection with the Buyer’s Obligations, the Seller undertakes 
(a) 
by 5.30 pm on _________________________to instruct the Seller’s 
Solicitors to 
(i) 
send the Transaction Documents in accordance with clause 
2.2 
to 
the 
Buyer’s 
Solicitors 
on 
or 
before___________________________, and 
(ii) 
to answer promptly all enquiries raised by the Buyer’s 
Solicitors relating to the Property or the Transaction, to 
respond promptly to any amendments to the draft sale and 
purchase agreement proposed by the Buyer's Solicitors and 
do all other work required to enable contracts for the 
Transaction to be exchanged within the Exclusivity Period, 
(b) 
to supply the Seller’s Solicitors with all documentation, information 
and authority to enable the Seller’s Solicitors to draft and negotiate 
the sale and purchase agreement and do all work necessary to enable 
contracts for the Transaction to be exchanged within the Exclusivity 
Period, 
(c) 
during the Exclusivity Period not to send, instruct or allow anyone 
else to send any Transaction Documents to anyone other than the 
Buyer’s Solicitors, and 
(d) 
during the Exclusivity Period, not to (nor instruct or allow anyone 
else to) 
2 
(i) 
encumber or deal with the title to the Property except with 
the Buyer, or  
(ii) 
solicit or respond to any approach to encumber or deal with 
the title to the Property with anyone other than the Buyer.  
2.2 
The Seller must send the Transaction Documents to the Buyer's Solicitors by 
first class post or by recognised document exchange or by hand to their 
address or document exchange number (as appropriate) and quoting their 
reference stated in this agreement. 
3. 
BUYER'S OBLIGATIONS 
In consideration of the Seller undertaking the Seller’s Obligations, the Buyer 
undertakes by 5.30 pm on ____________________________________ to 
instruct the Buyer’s Solicitors to investigate title to the Property, negotiate the 
draft sale and purchase agreement, raise enquiries of the Seller and any third 
parties about the Property and do any other work required to enable contracts 
for the Transaction to be exchanged within the Exclusivity Period. 
4. 
TERMINATION 
4.1 
The Buyer may terminate this agreement with immediate effect by written 
notice to the Seller.  
4.2 
The Seller may terminate this agreement with immediate effect by written 
notice to the Buyer if the Buyer is in breach of the Buyer’s Obligations. 
5. 
REMEDIES 
If during the Exclusivity Period the Seller breaches any of the Seller’s 
Obligations and the Buyer chooses as a result to terminate this agreement, the 
Seller must reimburse the Buyer all costs, fees, commissions and expenses 
incurred by the Buyer in connection with the Transaction together with any 
irrecoverable VAT incurred on them. 
6. 
TIME OF THE ESSENCE 
Time is of the essence for the purposes of this agreement. 
7. 
EXCLUSION OF THIRD PARTY RIGHTS 
A person who is not a party to this agreement may not enforce any of its terms 
under the Contracts (Rights of Third Parties) Act 1999. 
3 
 
This agreement has been entered into on the date stated on Page 1. 
 
 
 
   
____________________________________  
Signed by or on behalf of the Buyer  
   
____________________________________  
Signed by or on behalf of the Seller  
Name  
   
_______________________
Name  
   
____________________  
Address  
_______________________ 
   
_______________________ 
  
_______________________
Address  
____________________ 
   
____________________ 
 
_____________________   
 
4