Exclusivity Agreement Template

An exclusivity agreement ensures that both parties involved are securing a legitimate business opportunity. Whether you’re looking to regulate who can sell, promote, or negotiate your products, our free exclusivity agreement template helps you protect your exclusivity rights.

• Set exclusive rights for products, services, or partnerships
• The template follows common language that many businesses are used to. The terms are clearly defined so both parties can understand the agreement.
• No legal experience or background in legal document drafting is needed to use this template.

This template is ideal for product supply or distribution agreements between two parties. It’s also great for early-stage partnership negotiations and new business opportunities that need a binding contract.

Begin by downloading our free exclusivity agreement sample in Word or PDF. Fields are designed for easy editing once the agreement looks how you need it to, and sign securely online.

Who It’s For

Essentially, exclusivity agreements come with many types of business transactions. They protect your time, effort, and countless potential opportunities that you promise. After all parties understand the agreement, collaborations can proceed with less risk.

• Startups and founders. Negotiations around partnerships can become overwhelming quickly, with many choices available. An exclusivity agreement allows both parties to focus on the potential deal at hand.
• Suppliers and distributors. Businesses in these categories often want defined territory rights before they commit. Not only that, but an exclusivity agreement defines who can sell or distribute.
• Consultants and sales agents. If you’re selling or advertising someone’s product or service, you likely want protection in place, too. You can dedicate your time to that one client when you have an exclusivity agreement.
• Acquisitions can also benefit from short exclusivity clauses. This allows both parties to negotiate without the fear of other buyers getting in the way.

What’s Included in the Template

This exclusivity agreement template includes many of the sections that are common to most business agreements. Better yet, the sections are designed to define the rights, obligations, and limitations each party is agreeing to. Sections included in this exclusivity agreement example:

• The parties
• Definition of exclusive rights
• Territory or market
• Time period
• Non-compete
• Obligations
• Compensation
• Confidentiality
• Termination
• Dispute resolution

These sections form the foundation of most exclusivity agreements. In addition, they help to ensure your agreement is well organized, balanced, and understandable.

How to Write Your Exclusivity Agreement

Almost any legal document begins with a question. In the case of an exclusivity agreement, that question is also the most important: What are you trying to protect with this deal?

1. Make exclusivity terms apply to products, not parties

If you’re only selling or excluding certain products or services from the agreement, don’t make the entire vendor-buyer relationship exclusive. Specify every product, SKU, or line of service that’s subject to exclusivity. Anything not listed on that list is fair game for the buyer to purchase elsewhere, and is typically not what you both want.

2. Keep the exclusivity timeframe aligned with your deal timeline

The form provides spaces for the start and end dates. Pick a timeframe that reasonably represents the window you’ll supply the product or service to the buyer. Avoid making it so short that the buyer will just come back to negotiate again before you recoup your cost of onboarding them. And avoid making it so long that the deal doesn’t work out and you can’t sell to anyone else. Initial terms are typically 6-12 months, with an option to extend.

3. Tie your MSRP to a price list

Instead of writing prices into the body of the contract, reference an attached schedule. When your prices change, update the schedule instead of rewriting the entire agreement. Note that the attached MSRP schedule is “subject to revision with written notice” instead of requiring a contract amendment.

4. Clarify what constitutes a breach of exclusivity

Implicit in any exclusivity is that neither party will work with the other party’s competitors during the agreement term. Make sure to clearly define what will constitute a breach of that: does the buyer asking to order a one-time sample from someone else count? What about the seller answering an unsolicited RFP? Make those lines clear in the contract.

5. Include a minimum purchase requirement

Just as exclusivity benefits you both, make sure there’s a benefit for the other party. If they’re getting exclusive access to your product, ensure you have a clause requiring them to purchase a minimum amount per period. If not, they can exclude you from selling to other customers, yet still buy trivial amounts from you.

Documents Often Used Alongside an Exclusivity Agreement

• Distributor Agreement: If the relationship is channel‑based, a distributor agreement defines territory, quotas, branding, and performance. Pair it with exclusivity to lock down market rights and responsibilities.
• Influencer Agreement: For creator partnerships where brand exclusivity matters, use an influencer agreement to detail content, usage rights, blackout periods, and compensation tied to exclusivity.
• Non‑Disclosure Agreement (NDA): Use an NDA to safely share pricing, product roadmaps, and partner terms while you negotiate exclusivity. It keeps sensitive info protected during talks.