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Exclusivity Agreement
I need an exclusivity agreement that ensures a supplier will not provide similar products to any other company within Singapore for a period of 12 months, with specific terms for breach of contract and a clause for potential extension of the exclusivity period.
What is an Exclusivity Agreement?
A Exclusivity Agreement stops parties from making similar deals with competitors during a specific time period. In Singapore's business landscape, these contracts commonly appear in merger talks, distribution partnerships, and commercial property transactions - giving one party the exclusive right to pursue a deal while blocking others from the same opportunity.
Under Singapore contract law, these agreements must have clear time limits and reasonable scope to be enforceable. They protect sensitive information shared during negotiations and give parties breathing room to properly evaluate business opportunities. Breaking exclusivity terms can lead to legal action and damages claims through Singapore's courts.
When should you use an Exclusivity Agreement?
Use an Exclusivity Agreement when entering serious negotiations that require sharing sensitive business information or investing significant resources. This is especially vital in Singapore during merger discussions, property developments, or distribution partnerships where you need to protect your interests while conducting due diligence.
The agreement becomes essential before revealing trade secrets, customer lists, or pricing strategies to potential business partners. It's particularly valuable in competitive industries like technology and real estate, where preventing your negotiating partner from shopping around can save time and resources. Many Singapore businesses use it during fundraising rounds to ensure potential investors focus exclusively on their opportunity.
What are the different types of Exclusivity Agreement?
- Confidentiality And Exclusivity Agreement: Combines secrecy and exclusivity obligations, commonly used in sensitive business negotiations
- Exclusive Distribution Contract: Grants sole rights to distribute products in specific territories
- Exclusive Agency Agreement: Appoints a single agent to represent a business in defined markets
- Exclusive Contract Agreement: General-purpose exclusivity for business relationships and services
- Sole Distributor Agreement: Establishes a single authorized distributor with complete market control
Who should typically use an Exclusivity Agreement?
- Business Owners and CEOs: Initiate and sign Exclusivity Agreements during major business deals, protecting company interests during negotiations
- Corporate Lawyers: Draft and review agreements to ensure enforceability under Singapore law and protect client interests
- Distributors and Manufacturers: Enter exclusive distribution arrangements for specific territories or product lines
- Property Developers: Secure exclusive rights to develop or market real estate projects
- Investment Firms: Use exclusivity periods during due diligence and acquisition talks
- Business Development Teams: Negotiate terms and manage compliance with exclusivity obligations
How do you write an Exclusivity Agreement?
- Basic Details: Gather full legal names, addresses, and registration numbers of all parties involved
- Scope Definition: Clearly outline the specific activities, products, or services covered by the exclusivity
- Time Period: Determine exact start and end dates for the exclusivity period
- Territory Coverage: Define the geographic areas where the agreement applies within Singapore or internationally
- Compensation Terms: Document any fees, royalties, or financial arrangements related to exclusivity
- Exit Conditions: Specify circumstances for early termination and consequences of breach
- Draft Generation: Use our platform to create a legally-sound document that includes all required elements
What should be included in an Exclusivity Agreement?
- Party Details: Full legal names, registration numbers, and authorized representatives of all parties
- Scope Definition: Precise description of exclusive rights, products, or services covered
- Duration Clause: Clear start and end dates, including any renewal options
- Territory Section: Geographic boundaries of the exclusivity arrangement
- Consideration: Financial terms and payment obligations that make the agreement binding
- Termination Rights: Conditions for early termination and breach consequences
- Confidentiality Terms: Protection of sensitive information shared during the exclusive period
- Governing Law: Explicit statement that Singapore law applies to the agreement
What's the difference between an Exclusivity Agreement and a Business Acquisition Agreement?
An Exclusivity Agreement differs significantly from a Business Acquisition Agreement in both scope and purpose, though they often appear in similar business contexts. While exclusivity focuses on preventing parties from engaging with competitors during negotiations, a Business Acquisition Agreement outlines the complete terms of a business purchase.
- Timing and Duration: Exclusivity Agreements are typically temporary and precede the main transaction, while Business Acquisition Agreements represent the final deal structure
- Legal Scope: Exclusivity only restricts certain activities during negotiations, while acquisition agreements transfer ownership and outline comprehensive business terms
- Enforcement Focus: Exclusivity emphasizes preventing competitive negotiations, while acquisition agreements focus on asset transfer and operational continuity
- Risk Management: Exclusivity protects sensitive information during talks, while acquisition agreements manage long-term business transition risks
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