If you are a business owner looking to establish a one on one relationship with your supplier and vendor, then this article is here to subside your worries and show you a way to achieve all this in a legal way.
Exclusivity agreement is your solution when a supplier or buyer is looking to hold and retain a certain edge in the market over the competitors, so as to achieve a certain level of optimum performance regarding goods and services.
This article will explain the workings of an exclusivity agreement in detail, and give information about its templates well. So, let's get started.
What Is an Exclusivity Agreement?
As its name suggests, it gives both parties some sort of exclusive features in return for some monetary advantages.
The core of the agreement is that it binds a supplier or a seller, to a vendor or a buyer, in a way that they can only buy and sell the certain types of goods in question, between themselves.
The seller is asked by law, and held liable as well, to sell certain goods as specified by the agreement, only to the buyer in the agreement. Similarly, the buyer is also held liable by law to buy certain goods, as given in the agreement, by the seller in the agreement.
In this way, an exclusivity agreement is formed between the two parties that subjugate them to carry out the transaction of certain goods only between themselves.
This agreement has many small clauses and complications as well. It doesn't bring the parties together without any incentive. The incentives are two-ways between the two parties and can be of a varied nature.
Who Will Need an Exclusivity Agreement?
This agreement is mostly used between the two parties, in which one is a designated seller and the other is a designated buyer. The businesses that really gain advantages from this sort of businesses are listed below:
Restaurants and Fast-food Chains
Many food restaurants and fast-food chains have made an exclusivity agreement with the local or international suppliers of raw food material.
These businesses form such agreements under the terms that the supplier provides them with quality raw food on special discounted rates so that they may retain an edge in the market by using these quality products.
The supplier of raw food materials sells these materials on wholesale to the buyer so at the end of the day, exclusivity agreement helps both of the parties.
Specialized organizations go into an exclusivity agreement with their complementary organizations in order to retain a specialized environment of their own, in which the services are exchanged only between the two organizations in the agreement.
This gives them an edge in the market that allows them to make the most out of their business.
What Is Included in an Exclusivity Agreement?
The various components of the agreement, the included clauses and other information included in the agreement are as follows :
- The seller and the buyer form the first and foremost feature of the agreement. It is very necessarily a buying and selling agreement, where a seller can only sell and the buyer can only buy the goods stated in the agreement, from one another.
- The seller agrees to make timely deliveries for the order of the buyer, so that no party may face any consequences that may affect their working or costs them the loss of valuable revenue.
- The seller agrees to make the due payments in an extremely punctual manner. The payments shall be made as by the manner given. Sometimes, the payments are made in advance, and cash payments are made upon the receiving of the order.
- The buyer holds the reselling rights to the goods given by the seller. The buyer can sell the goods on any rate starting from the default MSRP rates, and the details are told and highlighted in the agreement.
- A very important part of the exclusivity agreement is definitely the standard of the services or goods being bought and sold. The buyer holds the right of close inspection of the goods, see if they match his needs and return or retain the goods on his own terms.
- This ensures that the basic element of specialized care is upheld at all times. This is the basic feature of the exclusivity agreement.
- The warranty is under the care of the seller and the taxes are under the care of the buyer. The seller gives some warranty on the goods he sold, whereas the buyer is liable to cover all the expenses of the taxes imposed by the law of the state on the goods.
- The termination of the agreement shall occur if either of the parties is declared bankrupt, held by their creditors or they fail to make the required payments (buyer) or deliveries (seller).
- The agreement is not held upright, in case of war, famine, natural disasters, or any act of God.
- In case of any dispute between the parties in the agreement, the method of arbitration is used. The arbitrator is usually specified and agreed upon in advance by both parties in the agreement. It is a neutral party.
- The parties involved in the agreement shall follow all the rules of exclusivity agreement, including confidentiality of the information, liable by law to not disparage the name of the other party even after the termination.
- Also, two parties must keep each other updated at all times on the status of the deliveries and the payments.
Exclusivity agreement binds a seller and a buyer in a lawfully liable agreement, places certain conditions on them, along with well-defined rewards as well, so as to make the agreement viable and acceptable.
CocoSign’s law experts have provided variety exclusivity agreement templates for different business owners on the website. Think no further and get yourself a free template of exclusivity agreement on CocoSign now!
This Exclusivity Agreement (this "Agreement") is made effective as of [Insert Date Here], between [Insert Company Name Here], of [Insert Company Address Here] ("Seller"), and [Insert Company Name Here], of [Insert Company Address Here] ("Buyer").
Whereas, Buyer and Seller desire to enter into an exclusive agreement with regard to the purchase and sale of [List Description, Quantity, Unit Price of Items Being Purchased Here], hereinafter called Product; and
Whereas, Buyer and the Seller are entering into this Agreement in good faith and are relying on its terms;
Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Exclusivity Period shall mean the period starting at [Insert Start Date] and ending on [Insert End Date]. During the Exclusivity Period, the Buyer will not directly or indirectly, through any employee, agent, or otherwise, and will not permit any of its agents to solicit, initiate or encourage, any offers or proposals relating to the purchase of the above-mentioned Product. Buyer and Seller agree that during the Exclusivity Period, Buyer shall purchase Product exclusively from Seller and not from any other vendor. The Seller hereby gives the Buyer the exclusive right to sell the product upon the terms as set forth below.
ITEMS PURCHASED AND PRICE.
Seller agrees to exclusively sell, and Buyer agrees to exclusively buy, the following products (the "Goods") in accordance with the terms and conditions of this Agreement:
The Seller hereby gives the Buyer the exclusive right to sell the product at the Purchase price stated in Section 2 or at any price and upon such different terms as may be accepted by the Seller.
Description / Quantity / Unit Price / Total Price
[List Description, Quantity, Unit Price of Items Being Purchased Here]
TOTAL: $[Insert Total Amount Here]
Payment shall be made to [Insert Company Address Here], in the amount of $[Insert Amount Here] upon delivery of all Goods described in this Agreement.
In addition to any other right or remedy provided by law, if Buyer fails to pay for the Goods when due, Seller has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek legal remedies.
Time is of the essence in the performance of this Agreement. The Seller will arrange for delivery by the carrier chosen by the Seller. Delivery shall be completed by [Insert Date Here].
[Insert Delivery Arrangements Here]
PAYMENT OF TAXES.
Buyer agrees to pay all taxes of every description, federal, state, and municipal, that arise as a result of this sale, excluding income taxes.
Seller warrants that the Goods shall be free of substantive defects in material and workmanship.
SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Buyer, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If Buyer, in good faith, determines that all or a portion of the Goods are non-conforming, Buyer may return the Goods to Seller at Seller's expense. Buyer must provide written notice to Seller of the reason for rejecting the Goods. Seller will have [Insert Number of Days Here] days from the return of the Goods to remedy such defects under the terms of this Agreement.
The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Goods in the time and manner provided for in this Agreement.
If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Notwithstanding the above remedies, the parties have discussed the risks and rewards associated with this Agreement and agree to allocate certain of the risks so that one contracting party's total aggregate liability to the other contracting party will not exceed the "Total Price" value of this contract listed above, $[Insert Amount Here] for any and all injuries, damages, claims, losses, expenses or claimed expenses (including attorneys' and expert witnesses' fees) arising out of this Agreement from any cause or causes, regardless of any warranties or indemnifications to the contrary in this Agreement. Such causes include, but are not limited to, either contracting parties negligence, errors, omissions, strict liability, breach of contract, or breach of warranty.
This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
ASSIGNMENT OF RIGHTS.
The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.
WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.