Exclusive Purchase Agreement Template

Exclusive Purchase Agreement Template

This Exclusive Purchase Agreement (“Agreement”) is made as of [Effective Date].

1. Parties

Seller
Legal Name: [Seller Legal Name]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]
Registration / Company Number: [Seller Registration or Company Number]
Registered Address: [Seller Registered Address]
Mailing Address (if different): [Seller Mailing Address]
Email: [Seller Email Address]
Phone: [Seller Phone Number]

Buyer
Legal Name: [Buyer Legal Name]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]
Registration / Company Number: [Buyer Registration or Company Number]
Registered Address: [Buyer Registered Address]
Mailing Address (if different): [Buyer Mailing Address]
Email: [Buyer Email Address]
Phone: [Buyer Phone Number]

2. Background

Seller supplies certain products. Buyer wishes to purchase those products on an exclusive basis in the Territory (defined below), and Seller is willing to supply the products under the terms of this Agreement.

3. Definitions

For purposes of this Agreement:

• “Products” means the products listed in Section 4.

• “Territory” means the geographic area and/or customer segment listed in Section 5.

• “Exclusivity Period” means the period during which exclusivity applies, as described in Section 7.

• “Forecast” means Buyer’s non-binding estimate of its future requirements for Products.

4. Products

The products covered by this Agreement (the “Products”) are:

Product Names: [List Product Names]
Product Descriptions: [Brief Descriptions]
Product Codes or SKUs (if applicable): [Codes/SKUs]

The parties may update the Product list by written agreement or a signed schedule.

5. Territory

Territory: [Countries / Regions / States / Cities and/or Customer Segment]

6. Exclusivity

6.1 Buyer’s Exclusive Purchase Obligation

During the Exclusivity Period and within the Territory, Buyer will purchase its requirements for the Products only from Seller and will not purchase the Products or substantially similar products from any other supplier.

6.2 Seller’s Exclusivity (if any)

Seller’s exclusivity obligations towards Buyer in the Territory are:

☐ Mutual Exclusivity
Seller will not sell the Products to any other customer in the Territory, except as listed below.

☐ Limited Exclusivity
Seller may sell the Products to the following customers or channels in the Territory: [Named accounts, channels, or categories].

☐ No Seller Exclusivity
Seller is free to sell the Products to other customers in the Territory.

6.3 No Other Agreements

Subject to Section 6.2, Seller will not grant rights that conflict with Buyer’s exclusive purchase rights for the Products in the Territory during the Exclusivity Period.

7. Term and Exclusivity Period

7.1 Term of Agreement

Initial Term: [Number] years/months from the Effective Date.

After the Initial Term, this Agreement will:

☐ Automatically renew for successive periods of [Renewal Term] unless either party gives at least [Number] days’ prior written notice of non-renewal.
☐ End automatically on the last day of the Initial Term unless renewed in writing.

7.2 Exclusivity Period

Exclusivity Period: [For example, “the same as the Term” or “the first 24 months of the Term, subject to Section 11”].

8. Forecasts and Planning

8.1 Forecasts

Buyer will provide Seller with rolling Forecasts for the Products in the Territory covering at least [Number] months ahead, updated [Monthly / Quarterly].

8.2 Use of Forecasts

Forecasts are non-binding but are used for planning production and inventory. Seller will use commercially reasonable efforts to supply Products in line with the Forecasts and accepted purchase orders.

9. Orders and Acceptance

9.1 Purchase Orders

Buyer will submit written purchase orders specifying Products, quantities, requested delivery dates, and delivery locations.

9.2 Order Acceptance

Seller will accept or reject each purchase order in writing within [Number] business days after receipt. Failure to respond within this period will result in:

☐ Deemed acceptance of the purchase order; or
☐ Deemed rejection of the purchase order.

(Select and complete one option.)

10. Pricing and Payment

10.1 Pricing

Seller’s prices for the Products sold to Buyer are:

Price List Reference: [Price List Name / Version / Date]
Currency: [Currency]

Seller may adjust prices upon at least [Number] days’ prior written notice. New prices apply to purchase orders placed after the effective date of the price change, unless otherwise agreed.

10.2 Payment Terms

Payment Terms: [For example, “Net 30 days from invoice date”]
Payment Method: [Wire Transfer / Bank Transfer / Other]
Payment Details: [Bank Name, Account Number, SWIFT/IBAN, or other details]

Interest on overdue amounts (if any): [Interest Rate or “None”].

11. Minimum Purchases and Volume Commitments

11.1 Minimum Purchases

Buyer will purchase at least the following minimum quantities or volumes of Products during each period specified:

Minimum Purchase Requirements: [Describe quantities or revenue per quarter/year, or “None”]

11.2 Failure to Meet Minimums

If Buyer fails to meet agreed minimum purchase requirements and does not cure the shortfall within [Number] days after written notice, Seller may, by written notice:

• Convert Buyer’s rights to non-exclusive rights in the Territory; and/or

• Terminate this Agreement under Section 17.

12. Delivery, Title, and Risk

Delivery Terms (e.g., Incoterms): [FOB / CIF / CPT / DAP and location]

Delivery Points: [Ports, warehouses, or other locations]

Risk of loss or damage to the Products passes from Seller to Buyer in accordance with the agreed delivery terms.

Title to the Products passes from Seller to Buyer upon:

☐ Delivery under the agreed delivery terms; or
☐ Full payment of the applicable invoice; or
☐ Other: [Description].

13. Quality and Specifications

Seller will supply Products that conform in all material respects to Seller’s written specifications for the Products as provided to Buyer and updated from time to time.

Buyer will promptly notify Seller of any non-conforming Products and will follow reasonable return, replacement, or credit procedures set by Seller.

14. Confidentiality

Each party may receive confidential or proprietary information from the other in connection with this Agreement. Each party agrees to:

• Keep such information confidential;

• Use it only for purposes of performing this Agreement; and

• Disclose it only to employees, contractors, or professional advisors who need to know and are bound by similar confidentiality obligations.

These obligations continue for [Number] years after termination or expiry of this Agreement, except for information that becomes public through no fault of the receiving party.

15. Intellectual Property

Seller retains all right, title, and interest in and to its trademarks, trade names, logos, product designs, formulations, and other intellectual property related to the Products.

Buyer receives no ownership interest in Seller’s intellectual property, but may use Seller’s trademarks and marketing materials to market and sell the Products in the Territory during the Term, in accordance with Seller’s written guidelines.

16. Warranties and Disclaimers

Seller’s warranty for the Products (if any) is:

Product Warranty: [Warranty terms or “Products are sold with the standard warranty included in Seller’s documentation.”]

Except for any express warranties stated in this Agreement or Seller’s standard documentation and to the extent permitted by law, each party disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

17. Limitation of Liability

To the extent permitted by law:

• Neither party is liable to the other for indirect, incidental, consequential, or punitive damages, including lost profits or lost business, arising out of or relating to this Agreement.

• Each party’s aggregate liability to the other under this Agreement is limited to [Liability Cap, for example, “the total amounts paid by Buyer to Seller for Products under this Agreement during the 12 months preceding the event giving rise to the claim”], except for:

  • Unpaid purchase price for Products;

  • Confidentiality breaches;

  • Misuse or infringement of intellectual property rights;

  • Liability that cannot be limited under applicable law.

18. Compliance and Anti-Bribery

Each party will comply with all applicable laws and regulations relating to its activities under this Agreement, including import/export rules, product safety laws, and anti-bribery and anti-corruption laws.

Neither party will offer, give, request, or accept any unlawful or improper financial or other advantage in connection with this Agreement.

19. Termination

19.1 Termination for Cause

Either party may terminate this Agreement by written notice if the other party:

• Materially breaches this Agreement and does not cure the breach within [Number] days after receiving written notice describing the breach; or

• Becomes insolvent, enters into bankruptcy or similar proceedings, or ceases to carry on business in the ordinary course.

19.2 Termination for Convenience (if applicable)

If selected:

☐ After the Initial Term, either party may terminate this Agreement for any reason by giving [Number] days’ prior written notice to the other party.

19.3 Termination for Performance

Seller may terminate this Agreement or remove exclusivity if Buyer fails to meet minimum purchase requirements or performance obligations under Section 11 and does not cure within the specified period.

20. Effects of Termination or Expiry

Upon termination or expiry of this Agreement:

• Exclusivity ends and Buyer’s rights become non-exclusive or cease, as stated in the termination notice.

• Buyer will stop presenting itself as having exclusive rights to purchase the Products in the Territory.

• Subject to any agreed sell-off period, Buyer will stop using Seller’s trademarks except as needed to sell any remaining inventory.

Sell-Off Period (if any): [Length and conditions, or “None”].

• All amounts owed under this Agreement remain payable according to the agreed payment terms.

• Provisions that are intended to survive (including confidentiality, IP ownership, limitation of liability, and governing law) will remain in effect.

21. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Dispute Resolution: [For example, “courts of [Jurisdiction]” or “binding arbitration under [Rules] seated in [City, Country]”].

The parties will first attempt in good faith to resolve any dispute through discussions between senior representatives before starting formal proceedings.

22. Notices

Any notice or other communication under this Agreement must be in writing and sent to the addresses or email addresses listed for each party in Section 1 (or any updated address notified in writing).

Permitted delivery methods:

• Personal delivery or courier;

• Registered or certified mail;

• Email with reasonable evidence of sending.

23. Assignment and Relationship

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all of its assets, provided the successor agrees in writing to be bound by this Agreement.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

24. Entire Agreement; Amendments; Severability

This Agreement contains the entire understanding between the parties regarding exclusive purchase of the Products in the Territory and supersedes all prior written or oral understandings on this subject.

Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted or adjusted to the minimum extent necessary to make it enforceable while preserving its intent, to the extent permitted by law.

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Signatory Name]
Title: [Seller Signatory Title]
Date: [Date Signed by Seller]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Signatory Name]
Title: [Buyer Signatory Title]
Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Signatory Name] and [Buyer Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Exclusive Purchase Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐