Exclusivity Agreement for New Zealand

Exclusivity Agreement Template for New Zealand

A New Zealand-governed Exclusivity Agreement is a legally binding contract that establishes an exclusive commercial relationship between parties, where one party grants certain exclusive rights to another within specified parameters. The agreement, compliant with New Zealand commercial and competition law, typically defines the scope of exclusivity, territory, duration, performance requirements, and obligations of both parties. It includes provisions for termination, confidentiality, and compliance with local regulations, particularly the Commerce Act 1986 and Contract and Commercial Law Act 2017.

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What is a Exclusivity Agreement?

The Exclusivity Agreement is essential for businesses seeking to establish protected commercial relationships in the New Zealand market. It is commonly used when a party wishes to grant exclusive rights for distribution, manufacturing, service provision, or representation within a defined territory or market segment. The document should be carefully structured to comply with New Zealand competition law, particularly the Commerce Act 1986, to avoid any anti-competitive implications. Key considerations include the scope of exclusivity, duration, performance criteria, and termination rights. This agreement type is particularly valuable for businesses entering new markets, establishing distribution networks, or securing exclusive supply arrangements in New Zealand.

What sections should be included in a Exclusivity Agreement?

1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, addresses, and company registration numbers if applicable

2. Background: Sets out the context and commercial intent behind the exclusivity arrangement

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

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

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

6. Obligations of Grantor: Lists the commitments and restrictions placed on the party granting the exclusive rights

7. Obligations of Grantee: Outlines the responsibilities and commitments of the party receiving the exclusive rights

8. Performance Requirements: States any minimum performance criteria or targets that must be met to maintain exclusivity

9. Termination: Sets out the circumstances under which the agreement can be terminated and the process for doing so

10. Confidentiality: Establishes obligations regarding the protection of confidential information

11. General Provisions: Contains standard contractual clauses including governing law, notices, and entire agreement provisions

What sections are optional to include in a Exclusivity Agreement?

1. Non-Competition: Additional restrictions on competitive activities, used when broader protection is required beyond basic exclusivity

2. Minimum Purchase Requirements: Include when the exclusivity is tied to specific purchase volumes or commitments

3. Marketing and Promotion: Used when specific marketing obligations or restrictions need to be imposed

4. Quality Control: Important when the exclusivity relates to branded products or services requiring quality standards

5. Sub-licensing Rights: Include when the grantee needs the ability to sub-license the exclusive rights

6. Change of Control: Add when the agreement needs to address potential ownership changes of either party

7. Force Majeure: Include when parties want to address circumstances beyond their control that might affect performance

8. Dispute Resolution: Add when parties want to specify particular dispute resolution mechanisms beyond court proceedings

What schedules should be included in a Exclusivity Agreement?

1. Schedule 1 - Territory Definition: Detailed description or map of the geographic territory covered by the exclusivity

2. Schedule 2 - Products/Services: Comprehensive list and specifications of products or services covered by the exclusivity

3. Schedule 3 - Performance Criteria: Detailed metrics and targets for measuring performance under the agreement

4. Schedule 4 - Fee Structure: If applicable, detailed breakdown of any fees, royalties, or minimum purchase requirements

5. Appendix A - Approved Sub-contractors: If relevant, list of pre-approved sub-contractors or sub-licensees

6. Appendix B - Quality Standards: Detailed quality control requirements and specifications when applicable

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

New Zealand

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Technology

Distribution & Logistics

Consumer Goods

Professional Services

Healthcare

Pharmaceuticals

Automotive

Telecommunications

Software & IT

Food & Beverage

Fashion & Apparel

Construction

Energy

Relevant Teams

Legal

Commercial

Business Development

Sales

Procurement

Operations

Supply Chain

Contract Administration

Corporate Development

Strategy

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Sales Director

Supply Chain Manager

Procurement Manager

Operations Director

Managing Director

General Manager

Distribution Manager

Franchise Manager

Territory Manager

Commercial 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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