Is an electronic signature valid?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes, electronic signatures generally have the same legal effect as handwritten signatures, provided intent, consent, attribution, and record retention requirements are satisfied.

Do exclusivity agreements need notarization?

Generally no. Most commercial exclusivity agreements do not require notarization to be enforceable. Notarization may be useful for recordkeeping or to support self-proving affidavits in certain jurisdictions, and specific industries or state rules may require notarization.

Common drafting mistakes to avoid

Vague scope definitions, missing performance or minimum purchase obligations, unclear exceptions, and weak termination language are frequent problems. These drafting errors create ambiguity that increases litigation risk and may prevent courts from enforcing exclusivity provisions.

Can I use initials instead of full signatures?

Initials can indicate assent for specific clauses but are usually insufficient as the sole method of execution unless the agreement expressly permits them. For enforceability and clarity, include a full signature block with printed name, title, date, and electronic signature capture.

How does governing law affect enforceability?

Governing law clauses determine which state's statutes and case law interpret the contract. Choose the state carefully; ESIGN (15 U.S.C. ch. 96) preempts inconsistent state laws for interstate transactions, but UETA or state electronic signature statutes may control intrastate matters.

How to correct a signed agreement?

Amendments require mutual consent documented in a written amendment signed by all parties. Use a dated amendment or superseding agreement; if correcting clerical errors, consider a signed amendment or a re-executed agreement to avoid disputes about authenticity.

Electronic Signature
Templates
Miscellaneous
Exclusivity Agreement Template

Exclusivity Agreement Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EXCLUSIVITY AGREEMENT

This Exclusivity Agreement (the Agreement) is made effective as of by and between , with principal place of business at (Company), and , with principal place of business at (Provider).

WHEREAS

WHEREAS, Company engages in the marketing, sale, and distribution of certain goods and/or services described as ; and

WHEREAS, Provider has the capability to perform and supply the said goods and/or services and desires to accept an exclusive appointment as set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services and deliverables as described below. Provider shall perform such services in a professional manner consistent with industry standards.

Detailed Scope of Work

2. EXCLUSIVITY

During the Term (as defined below), Provider grants Company the exclusive right to be the sole reseller/distributor/agent for the Product/Service within the Territory described below. Provider shall not supply, sell, or otherwise provide the Product/Service to any third party within the Territory except as expressly permitted in this Agreement.

Territory Scope of Exclusivity / Exceptions

3. PAYMENT TERMS

In consideration for the rights granted and services rendered under this Agreement, Company shall pay Provider as follows.

Total Consideration Payment Schedule / Milestones Invoice Due Days Late Payment Fee

4. TERM AND TERMINATION

The Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date End Date Termination Notice Period

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

5. CONFIDENTIALITY

Each party acknowledges that it will receive confidential and proprietary information of the other party. Confidential Information shall include, without limitation, pricing, customer lists, trade secrets, technical information, business plans, and other non-public information disclosed in connection with this Agreement. Each party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party except as expressly permitted; and (c) use it solely to perform its obligations under this Agreement.

Confidentiality Period

Confidentiality obligations shall survive termination or expiration of this Agreement for the period specified above, except for information that is demonstrably in the public domain through no fault of the receiving party.

I acknowledge and agree to the confidentiality obligations set forth above.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for any dispute arising out of or related to this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

8. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The provisions of indemnification, confidentiality, payment obligations, and choice of law shall survive termination or expiration to the extent necessary to effect their intent.

Additional Terms (optional)

Company:

By:

Date:

Provider:

By:

Date:

What an Exclusivity Agreement Template Covers

An Exclusivity Agreement Template is a contract framework used to grant one party exclusive rights to sell, distribute, license, or perform specified goods or services within defined territory, market segment, or time period. It sets obligations, duration, termination triggers, permitted exceptions, and remedies for breach. Businesses use it to protect investments, clarify expectations, and reduce competition risk while defining compensation or consideration. This template version provides standard clauses for parties, effective date language, confidentiality reciprocity, non-compete scope limits, dispute resolution, and signature blocks suitable for electronic execution under U.S. e-signature law.

Why use this Exclusivity Agreement Template

Use an Exclusivity Agreement Template to document clear exclusivity rights, limit disputes, and define remedies. A well-drafted template reduces negotiation time, supports enforceability under ESIGN and UETA when signed electronically, and standardizes commercial terms.

Typical users and stakeholders

Common users include licensors, licensees, manufacturers, distributors, and legal counsel who prepare or review exclusivity arrangements.

Business owners and startup executives seeking market protection for new products or services.
Distributors and resellers negotiating territorial or product-line exclusivity with manufacturers.
In-house and outside attorneys drafting clauses, assessing enforceability, and advising on state law variations.

Use the template to speed drafting, maintain consistent clauses across deals, and reduce legal review time for routine exclusivity terms.

Core sections to include in the template

Core sections in an Exclusivity Agreement Template cover scope, term, compensation, exceptions, termination, and dispute resolution to create enforceable and practical commercial protections.

Scope

Define products, services, territories, customer segments, and any channel limitations. Be specific to avoid ambiguity that can undermine exclusivity and lead to litigation over scope interpretation.

Term

Specify effective date, fixed duration or renewal terms, and any milestones that extend or shorten the agreement. Include notice periods for nonrenewal and conditions for automatic renewal.

Compensation

State payments, royalties, minimum purchase requirements, and invoicing schedules. Clarify whether exclusivity requires minimum buys or revenue guarantees and remedies for shortfalls or late payment.

Exceptions

List carve-outs such as preexisting customers, parallel territories, sublicensing rights, and emergency sales. Narrow exceptions to preserve meaningful exclusivity while permitting practical business operations today.

Termination

Define termination for convenience, for cause, cure periods, and consequences. Include survival clauses for confidentiality, outstanding payments, post-termination non-compete obligations, and dispute resolution procedures separately.

Remedies

Specify injunctive relief, liquidated damages, indemnification, and recovery of attorneys' fees where permitted. State limitations on liability and mechanisms to measure actual damages from breach.

Step-by-step: complete and execute the agreement

Follow these steps to complete an Exclusivity Agreement Template and prepare it for enforceable electronic execution.

01

Gather details: List parties, products, territory, and term.
02

Draft core clauses: Insert scope, exclusivity limits, and consideration.
03

Add legal protections: Include confidentiality, indemnity, and dispute resolution clauses.
04

Sign and store: Execute with signatures and preserve audit trail.

How electronic completion typically works

Electronic completion typically follows a straightforward upload, field placement, signer authentication, and signature capture workflow.

Upload: Sender uploads the template as PDF or DOCX.
Place fields: Add signature, date, and initial fields where required.
Authenticate: Choose email link, SMS code, or identity verification.
Capture: Signer reviews and applies legally valid electronic signature.

Configuring workflow settings before sending

Configure the signing workflow to match roles, authentication level, and routing order before sending the exclusivity agreement.

Field	Configuration
Signer Order	Sequential routing recommended to enforce signing order.
Authentication	Email link or SMS code; use KBA for high risk.
Reminders	Set automatic reminders and expiration windows.
Audit Trail	Enable full event logging and certificate of completion.

Platform capabilities to verify for electronic execution

Ensure your e-sign platform supports PDF and DOCX uploads, audit trails, and the authentication methods required by your jurisdiction or industry.

File formats: Supports PDF and Word DOCX formats.
Integrations: Salesforce, Google Workspace, NetSuite connections.
Security: TLS 1.2 and 1.3 in transit; AES-256 at rest.

Key timing items to include and track

Key timing considerations for exclusivity agreements include effective date, notice periods, renewal windows, cure periods, and filing deadlines for related filings.

Effective Date:

Enter as MM/DD/YYYY; governs when obligations begin.

Notice Periods:

Specify days for nonrenewal and breach notices.

Renewal Window:

State automatic renewal terms and opt-out timing.

Cure Periods:

Define cure timeframes and steps to remedy breaches.

Filing Deadlines:

If applicable, align related tax or regulatory filings with agreement dates.

Common preparation pitfalls to avoid

Ambiguous scope language that fails to define products, channels, or territories, leading to disputes over whether the exclusivity actually applies to specific transactions.
Overly broad duration or perpetual exclusivity clauses that run afoul of state public policy or antitrust scrutiny in competitive markets.
Failure to include minimum purchase or performance metrics results in disputes and weak enforcement when exclusivity obligations are unmet.
Incorrect signatory names, missing signatures, or unsigned amendments can invalidate the contract or complicate enforcement in court.

Principal legal and commercial risks

Contract Damages: Monetary damages and injunctive relief.

Liquidated Damages: Enforceable if reasonable and clear.

Antitrust Risk: May trigger regulatory review or liability.

Tax Reporting: Incorrect reporting can cause IRS penalties.

Ineffective Signing: Unsigned or improperly signed agreements may be void.

Enforcement Costs: Legal fees and discovery expenses.

Pricing and baseline feature comparison for common eSignature vendors

Compare baseline pricing and feature presence for eSignature providers commonly used to execute exclusivity agreements.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about the template and signing

Common questions about completing and enforcing an Exclusivity Agreement Template, plus practical answers on signatures, notarization, and electronic execution.

Need help? Contact support

Is an electronic signature valid?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes, electronic signatures generally have the same legal effect as handwritten signatures, provided intent, consent, attribution, and record retention requirements are satisfied.
Do exclusivity agreements need notarization?
Generally no. Most commercial exclusivity agreements do not require notarization to be enforceable. Notarization may be useful for recordkeeping or to support self-proving affidavits in certain jurisdictions, and specific industries or state rules may require notarization.
Common drafting mistakes to avoid
Vague scope definitions, missing performance or minimum purchase obligations, unclear exceptions, and weak termination language are frequent problems. These drafting errors create ambiguity that increases litigation risk and may prevent courts from enforcing exclusivity provisions.
Can I use initials instead of full signatures?
Initials can indicate assent for specific clauses but are usually insufficient as the sole method of execution unless the agreement expressly permits them. For enforceability and clarity, include a full signature block with printed name, title, date, and electronic signature capture.
How does governing law affect enforceability?
Governing law clauses determine which state's statutes and case law interpret the contract. Choose the state carefully; ESIGN (15 U.S.C. ch. 96) preempts inconsistent state laws for interstate transactions, but UETA or state electronic signature statutes may control intrastate matters.
How to correct a signed agreement?
Amendments require mutual consent documented in a written amendment signed by all parties. Use a dated amendment or superseding agreement; if correcting clerical errors, consider a signed amendment or a re-executed agreement to avoid disputes about authenticity.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now