Product Exclusivity Agreement Template

Product Exclusivity Agreement Template

This Product Exclusivity Agreement (“Agreement”) is made as of [Effective Date].

1. Parties

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

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

2. Background

Supplier manufactures, supplies, or has rights to distribute the Products (defined below). Exclusive Partner wishes to obtain exclusive rights to market, sell, or distribute the Products in the Territory (defined below), and Supplier is willing to grant such rights on 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 term during which exclusivity is granted under this Agreement, as described in Section 7.

“Competing Products” means products that are reasonably understood to compete with the Products in the Territory, as described in Section 9.

4. Products Covered

The Products covered by this Agreement are:

Product Names: [List Product Names]
Product Descriptions: [Brief Descriptions]
Product Lines or Families (if applicable): [Descriptions]

Supplier may add or remove Products from this list by written agreement of the parties or by an updated schedule attached to this Agreement.

5. Territory and Channel

Territory: [Describe Territory – countries, regions, states, or defined areas]

Channel or Customer Segment (if applicable): [Describe any limitations, such as “brick-and-mortar retail,” “online direct-to-consumer,” “hospital customers,” or “VAR channel”]

6. Grant of Exclusivity

6.1 Exclusivity Grant

Subject to the terms of this Agreement, Supplier grants Exclusive Partner the exclusive right to market, sell, and distribute the Products in the Territory (and, if specified, in the defined channel or customer segment).

6.2 Supplier’s Reserved Rights

Supplier retains the following rights in the Territory, if any:

Reserved Direct Sales Rights (if any): [For example, “Supplier may sell directly to [named key accounts]” or “Supplier may fulfill legacy contracts identified in Schedule A”]

If no reserved rights are intended, state: [“Supplier does not reserve any direct sales rights in the Territory during the Exclusivity Period.”]

6.3 No Other Partners

During the Exclusivity Period, and within the Territory and applicable channel, Supplier will not appoint any other distributor, reseller, agent, or representative for the sale or promotion of the Products.

7. Term and Exclusivity Period

Initial Term of Agreement: [Length of Initial Term, e.g., “3 years”]

Exclusivity Period: [For example, “The Exclusivity Period is the same as the Initial Term,” or “Exclusivity applies during the first 24 months after the Effective Date.”]

Renewal: [For example, “This Agreement will automatically renew for successive periods of [Renewal Term] unless either party gives [Number] days’ written notice of non-renewal before the end of the then-current term.”]

The parties may agree in writing to extend or modify the Exclusivity Period.

8. Performance Targets and Minimum Purchases

8.1 Performance Targets

Exclusive Partner will use commercially reasonable efforts to promote, market, and sell the Products in the Territory and to meet the following performance targets (if any):

Sales or Performance Targets: [Describe annual, quarterly, or other targets, or refer to an attached schedule]

8.2 Minimum Purchase Requirements

If the parties agree on minimum purchase obligations, they are:

Minimum Purchase Requirements: [Describe quantities or revenue levels and applicable periods]

8.3 Effect of Failure to Meet Requirements

If Exclusive Partner fails to meet agreed minimum purchase requirements or performance targets, Supplier may, after written notice and a reasonable cure period of [Number] days:

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

• Terminate this Agreement in accordance with Section 16.

9. Restrictions and Competing Products

9.1 Exclusive Partner Restrictions

During the Exclusivity Period and within the Territory, Exclusive Partner will not:

• Market or sell Competing Products as defined by the parties; or

• Act as an agent, distributor, or reseller for a brand or product line that directly competes with the Products, as described below.

Definition of Competing Products: [Describe what is considered a competing product, such as “products in the same category with similar features and target customers” or specific brands or product types]

9.2 Supplier Restrictions

During the Exclusivity Period and within the Territory and defined channel, Supplier will not supply the Products to any third party for resale or distribution, except as provided in Section 6.2.

10. Ordering, Pricing, and Payment

10.1 Orders

Exclusive Partner will submit purchase orders to Supplier specifying Product quantities, requested delivery dates, and delivery locations. Supplier will confirm acceptance of purchase orders within [Number] days of receipt, subject to reasonable capacity and lead times.

10.2 Pricing

Supplier’s prices to Exclusive Partner for the Products are:

Price List Reference: [Name or Date of Applicable Price List]
Currency: [Currency]

Supplier may adjust prices by providing at least [Number] days’ prior written notice. Price changes apply to orders placed after the effective date of the change, unless otherwise agreed.

10.3 Payment Terms

Payment Terms: [For example, “Net 30 days from invoice date”]
Payment Method: [Wire Transfer / Bank Transfer / Other]
Bank or Payment Details: [Details]

Interest on Overdue Amounts (if applicable): [Interest Rate or “None”]

11. Delivery, Title, and Risk

Delivery Terms: [For example, “FOB [Port]”, “CPT [City]”, or custom terms]

Delivery Locations: [Typical delivery points or addresses]

Risk of loss or damage to the Products passes from Supplier to Exclusive Partner in accordance with the agreed delivery terms.

Title to the Products passes from Supplier to Exclusive Partner upon: [Describe event, such as “delivery under the delivery terms” or “full payment of the invoice”].

12. Supplier Obligations

Supplier will:

• Supply Products to Exclusive Partner in accordance with accepted purchase orders and agreed delivery terms.

• Provide current Product specifications, safety information, and marketing materials reasonably necessary for promotion in the Territory.

• Use commercially reasonable efforts to maintain sufficient inventory or production capacity to meet accepted orders within agreed lead times.

• Inform Exclusive Partner of material changes to the Products, including reformulations, packaging changes, or regulatory updates affecting the Territory.

13. Exclusive Partner Obligations

Exclusive Partner will:

• Actively promote, market, and sell the Products in the Territory.

• Maintain an appropriate sales organization, facilities, and staff to support the Products.

• Provide pre-sale and post-sale support to customers consistent with Supplier’s written guidelines.

• Comply with all applicable laws and regulations relating to import, marketing, sale, and distribution of the Products in the Territory.

• Avoid making promises, warranties, or representations about the Products that are inconsistent with Supplier’s written documentation.

• Provide Supplier with regular sales, inventory, and market feedback reports at intervals agreed by the parties.

14. Intellectual Property and Brand Use

Supplier retains all right, title, and interest in and to its trademarks, trade names, logos, designs, copyrights, patents, and other intellectual property associated with the Products.

Supplier grants Exclusive Partner a non-exclusive, non-transferable, limited license, during the term of this Agreement and within the Territory, to use Supplier’s trademarks and marketing materials solely for marketing, promoting, and selling the Products under this Agreement.

Exclusive Partner will not:

• Register or attempt to register any trademark, domain name, or social media handle that is identical or confusingly similar to Supplier’s marks;

• Modify Supplier’s trademarks or logos;

• Remove or obscure any proprietary notices on the Products, packaging, or materials.

15. Confidentiality

Each party may receive or have access to the other party’s non-public, confidential, or proprietary information. Each party agrees to:

• Keep such information confidential and not disclose it to any third party except to employees, contractors, or advisors who need to know it and are bound by similar confidentiality obligations; and

• Use such information only for purposes of performing this Agreement.

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

16. Termination

16.1 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 bankruptcy or similar proceedings, or ceases to carry on business in the ordinary course.

16.2 Termination for Performance

Supplier may terminate this Agreement or the exclusivity granted under it if Exclusive Partner fails to meet agreed minimum purchase requirements or performance targets and does not cure such failure within the period specified in Section 8.3.

16.3 Termination for Convenience (If Applicable)

If the parties agree to allow termination for convenience, the terms are:

Termination for Convenience: [For example, “After the Initial Term, either party may terminate this Agreement upon [Number] days’ prior written notice.”]

17. Effects of Termination or Expiry

Upon termination or expiry of this Agreement:

• The exclusivity granted under Section 6 will end.

• Exclusive Partner will stop presenting itself as an exclusive partner for the Products and will cease using Supplier’s trademarks except as necessary to sell remaining inventory, if allowed.

• Supplier and Exclusive Partner may agree in writing on a sell-off period during which Exclusive Partner may sell remaining inventory of Products in the Territory.

Sell-Off Period (if any): [Length of Sell-Off Period and key conditions]

• All amounts due under this Agreement will remain payable in accordance with agreed payment terms.

• Sections that by their nature are intended to survive (including confidentiality, intellectual property ownership, and limitation of liability) will remain in effect.

18. Limitation of Liability

To the extent permitted by law:

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

• Each party’s aggregate liability to the other under this Agreement is limited to an amount equal to [Liability Cap, for example, “the total amounts paid by Exclusive Partner to Supplier 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.

19. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Dispute Resolution: [For example, “Any dispute arising out of or relating to this Agreement will be resolved by the courts of [Jurisdiction]” or “by binding arbitration under [Rules] seated in [City].”]

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

20. Notices

Any notice or other communication under this Agreement must be in writing and sent to the parties at the addresses or email addresses stated 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.

21. 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, corporate 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, or employment relationship.

22. Entire Agreement, Amendments, and Severability

This Agreement contains the entire understanding between the parties regarding the exclusivity for 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.

23. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all counterparts together form one agreement. Signatures delivered electronically will have the same effect as original signatures, to the extent permitted by law.

Signatures

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

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

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 [Supplier Signatory Name] and [Exclusive Partner Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Product Exclusivity 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: ☐