ACCOUNT_JOB_COMPANY

ACCOUNT_JOB_ADDRESS_MULTI_LINE 

 

PARTY_1_NAME

PARTY_1_ADDRESS_MULTI_LINE

For the attention of: PARTY_1_CONTACT

  

22 December 2024

Strictly Private & Confidential  

Dear PARTY_1_CONTACT,

Exclusivity Agreement 

1. We refer to our discussions concerning the potential acquisition (the Potential Transaction) by us or one of our subsidiary undertakings (the Potential Buyer) of the business and assets (the Business)] of COMPANY (the Company).

2. As discussed, before we proceed to incur further expenditure by carrying out any detailed due diligence in connection with the Potential Transaction or otherwise evaluating it, we require you to enter into an exclusivity agreement with us. Therefore, in consideration of our agreeing to (i) continue detailed due diligence in respect of the Business and (ii) continue the negotiation of a definitive agreement in respect of the Potential Transaction, the Seller agrees by counter-signing a copy of this letter to observe and comply with its terms.

3. The Seller agrees that until the close of business on EXCLUSIVE, neither it nor the Company nor any of its other subsidiary undertakings (nor any of its or their respective directors, employees, advisers, agents or representatives) shall directly or indirectly:

(a) sell, transfer, encumber or dispose of any interest in the Business (or agree to do so) except to the Potential Buyer; or

........................................