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Client Exclusivity Agreement for the United Kingdom

Client Exclusivity Agreement Template for England and Wales

A Client Exclusivity Agreement under English and Welsh law is a legally binding contract that establishes an exclusive business relationship between a service provider/supplier and a client. It typically defines the scope of exclusivity, duration, territorial limitations, and obligations of both parties. The agreement ensures protection under English common law principles while complying with competition law requirements and including necessary safeguards for both parties' interests.

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Client Exclusivity Agreement

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What is a Client Exclusivity Agreement?

The Client Exclusivity Agreement is essential for businesses seeking to establish protected, exclusive commercial relationships under English and Welsh law. This document is particularly valuable when a service provider wishes to secure a commitment from a client for exclusive business engagement, or when a client wants to ensure dedicated service provision. The agreement typically covers exclusivity scope, duration, territory, performance requirements, and termination provisions, while ensuring compliance with competition law and reasonable restraint of trade principles. It's commonly used in professional services, technology, and manufacturing sectors where exclusive relationships provide strategic advantage.

What sections should be included in a Client Exclusivity Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the exclusivity agreement

3. Definitions: Key terms used throughout the agreement

4. Exclusivity Obligations: Core terms of exclusivity, including scope and duration

5. Term and Termination: Duration of agreement and termination provisions

6. Confidentiality: Protection of confidential information exchanged

7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Client Exclusivity Agreement?

1. Minimum Purchase Requirements: Used when exclusivity is tied to specific purchase volumes or commitments

2. Territory Restrictions: When exclusivity applies to specific geographic areas or territories

3. Performance Metrics: When maintaining exclusivity is linked to performance targets or KPIs

4. Change of Control: Required when agreement needs to address ownership changes of either party

5. Non-Solicitation: Used when parties wish to prevent solicitation of employees or customers

What schedules should be included in a Client Exclusivity Agreement?

1. Products/Services Schedule: Detailed list of products or services covered by the exclusivity arrangement

2. Territory Schedule: Detailed definition of geographic scope and applicable territories

3. Performance Metrics Schedule: Detailed KPIs, measurement criteria and reporting requirements

4. Pricing Schedule: Price lists, pricing mechanisms or commercial terms relevant to exclusivity

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions















Clauses




















Industries

Common Law Contract Principles: Fundamental principles of contract formation, offer, acceptance, consideration, and intention to create legal relations under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, setting boundaries for reasonable terms

Consumer Rights Act 2015: Legislation protecting consumer rights in contracts, applicable if the exclusivity agreement involves consumer relationships

Competition Act 1998: Primary UK legislation governing competition law, prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Framework for UK competition law enforcement and market investigations, including merger control

Retained EU Competition Law: EU competition law principles incorporated into UK law post-Brexit, maintaining consistency with established competition regulations

Restraint of Trade Doctrine: Common law principles establishing when restrictions on trade are reasonable and enforceable, based on Nordenfelt v Maxim Nordenfelt [1894]

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation protecting confidential business information and trade secrets

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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