Exclusivity Agreement for Australia

Exclusivity Agreement Template for Australia

An Australian law-governed Exclusivity Agreement is a legally binding contract that establishes an exclusive business relationship between two parties, where one party grants certain exclusive rights to another party within a defined territory or context. The agreement complies with Australian competition law, particularly the Competition and Consumer Act 2010, and includes provisions for the scope of exclusivity, duration, territorial limitations, performance requirements, and termination conditions. It provides a framework for exclusive commercial arrangements while ensuring compliance with Australian anti-competitive legislation and fair trading principles.

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What is a Exclusivity Agreement?

The Exclusivity Agreement is a crucial commercial document used in Australian business contexts where one party wishes to grant another party exclusive rights, such as sole distribution rights, exclusive manufacturing rights, or exclusive service provision within a specified territory or market segment. This document is particularly important in commercial relationships where protecting territorial rights or market access is essential for business success. The agreement must be carefully drafted to comply with Australian competition law, particularly the Competition and Consumer Act 2010, to ensure it doesn't constitute anti-competitive behavior. It typically includes detailed provisions about the scope of exclusivity, performance requirements, territory definitions, and termination rights. The document is commonly used in distribution arrangements, franchise systems, technology licensing, and various other commercial contexts where exclusive rights are a key business driver.

What sections should be included in a Exclusivity Agreement?

1. Parties: Identifies and defines the parties entering into the agreement

2. Background: Sets out the context and purpose of the agreement, including the business relationship between the parties

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Grant of Exclusivity: Details the specific exclusive rights being granted, including scope and nature of exclusivity

5. Term and Territory: Specifies the duration of the agreement and the geographic area where exclusivity applies

6. Obligations of Grantor: Outlines the obligations of the party granting the exclusive rights

7. Obligations of Grantee: Specifies the duties and commitments of the party receiving the exclusive rights

8. Performance Requirements: Sets out any minimum performance or purchase requirements to maintain exclusivity

9. Termination: Details the circumstances under which the agreement can be terminated

10. Confidentiality: Establishes obligations regarding confidential information

11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

What sections are optional to include in a Exclusivity Agreement?

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

2. Sub-licensing Rights: Include when the grantee may need to sub-license or delegate exclusive rights

3. Marketing and Promotion: Required when the agreement includes specific marketing obligations or restrictions

4. Product Quality Standards: Include for agreements involving product distribution or manufacturing

5. Non-Competition: Additional restrictions on competitive activities beyond the basic exclusivity

6. Change of Control: Include when agreement should address ownership changes in either party

7. Force Majeure: Include when parties want protection from events beyond their control

8. Dispute Resolution: Detailed dispute resolution procedures beyond standard court jurisdiction

What schedules should be included in a Exclusivity Agreement?

1. Territory Definition: Detailed description or maps of the exclusive territory

2. Products or Services: Comprehensive list of products or services covered by the exclusivity

3. Performance Metrics: Detailed performance criteria and measurement methods

4. Fee Schedule: Details of any fees, royalties, or minimum purchase requirements

5. Approved Sub-contractors: List of pre-approved sub-contractors or delegates if applicable

6. Brand Guidelines: If relevant, guidelines for use of trademarks or branding

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Distribution

Retail

Technology

Healthcare

Professional Services

Consumer Goods

Industrial Products

Agriculture

Mining

Entertainment

Telecommunications

Automotive

Food and Beverage

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Procurement

Compliance

Distribution

Strategy

Corporate Development

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Business Development

Legal Counsel

Contracts Manager

Sales Director

Operations Manager

Distribution Manager

Business Development Manager

Procurement Manager

Compliance Officer

Regional Manager

Channel Manager

Partnership Manager

General Manager

Industries
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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