Fill and Sign the Exclusive or Exclusivity Agreement between Buyer and Seller Form

Exclusive or Exclusivity Agreement between Buyer and Seller Agreement made on the ________________ (date) , between ____________________ (Name of Buyer) a corporation organized and existing under the laws of the state of ________________, with its principal office located at ________________________________ ____________________________________ (street address, city, county, state, zip code) , referred to herein as Buyer , and _____________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________________________________________ _____________ (street address, city, county, state, zip code) , referred to herein as Seller . Whereas, Buyer and Seller desire to enter into an exclusive agreement with regard to the purchase and sale of ( describe product ) ______________________________________ ________________________________________________, 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: 1. Definitions and Descriptions As used herein, the following definitions shall apply: A. Buyer's Obligations shall mean the obligations of the Buyer as set forth in Section 3 of this Agreement. B. Buyer 's Solicitors shall mean _______________________________________ ____________________________________________________ (Name and address) . C. Exclusivity Period shall mean the period starting at ______________________ (time and date) and ending on ________________________ (time and date) . D. Property shall mean (describe and/or define) __________________________ ______________________________________________________________________ _________________________________________________________ . E. Seller's Obligations shall mean the obligations of the Seller set forth in Section 2 of this Agreement. F. Seller's Solicitors shall mean ________________________________________ ____________________________________________________ (Name and address) . G. Transaction shall me the sale of the Property . H. Transaction Documents shall mean the Draft Sale and Purchase Agreements and all title documentation and information to deduce title in accordance said Agreements. I. Except where a contrary intention appears, a reference to a clause or a schedule is a reference to a clause of, or Schedule to, this Agreement. J. Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment. 2. Seller hereby agrees, by ______________________ (time and date) , to instruct Seller's Solicitors to do the following: A. Send the Transaction Documents in accordance to the Buyer's Solicitors on or before __________________________ (time and date) ; B. Answer promptly all enquiries raised by the Buyer's Solicitors relating to the Property or the Transaction ; C. Respond promptly to any amendments to the Draft Sale and Purchase Agreements proposed by the Buyer's Solicitors and do all other work required to enable contracts for the Transaction to be exchanged within the Exclusivity Period ; and D. Supply the Seller's Solicitors with all documentation, information and authority to enable the Seller's Solicitors to draft and negotiate the sale and purchase agreement and do all work necessary to enable contracts for the Transaction to be exchanged within the Exclusivity Period ; E. During the Exclusivity Period not to send, instruct or allow anyone else to send any Transaction Documents to anyone other than the Buyer's Solicitors, and F. During the Exclusivity Period, that it shall not do the following: 1. Encumber or deal with the title to the Property except with the Buyer, or 2. Solicit or respond to any approach to encumber or deal with the title to the Property with anyone other than the Buyer. G. Seller must send the Transaction Documents to the Buyer's Solicitors by first class post or by recognized document exchange or by hand to their address or document exchange number (as appropriate) and quoting their reference stated in this Agreement. 3. Buyer hereby agrees, by _______________________ (time and date) , to instruct Seller's Solicitors to instruct the Buyer's Solicitors to investigate title to the Property , negotiate the draft sale and purchase agreement, raise enquiries of the Seller and any third parties about the Property, and do any other work required to enable contracts for the Transaction to be exchanged within the Exclusivity Period. 4. Buyer may terminate this Agreement with immediate effect by written notice to the Seller within ten (10) days of receipt of such notice. 5. Seller may terminate this Agreement with immediate effect by written notice to the Buyer if the Buyer is in breach of the Buyer's Obligations. 6. If during the Exclusivity Period the Seller breaches any of the Seller's Obligations and the Buyer chooses as a result to terminate this Agreement, Seller must reimburse Buyer for all costs, fees, commissions and expenses incurred by the Buyer in connection with the Transaction. 7. Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 8. No Waiver: The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 9. Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 10. Notices: Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 11. Attorney’s Fees: In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 12. Mandatory Arbitration: Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 13. Entire Agreement: This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 14. Modification of Agreement: Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 15. 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. 16. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ______________________________ ______________________________ (Name of Seller) (Name of Buyer) By:______________________________ By:_____________________________ _________________________________ ________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _________________________________ ________________________________ (Signature of Officer) (Signature of Officer)