Confidentiality And Exclusivity Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Confidentiality And Exclusivity Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Confidentiality And Exclusivity Agreement

"I need a Confidentiality and Exclusivity Agreement for a potential merger discussion with a tech startup, ensuring they can't share our proprietary software information or negotiate with other buyers for the next 6 months starting January 2025."

Document background
The Confidentiality and Exclusivity Agreement serves as a critical legal instrument in U.S. business relationships where parties need to both protect sensitive information and establish exclusive commercial arrangements. This document is commonly used in situations involving business negotiations, potential mergers or acquisitions, strategic partnerships, or joint ventures. It combines the protective elements of a non-disclosure agreement with exclusivity provisions that may restrict parties from engaging with competitors or pursuing similar opportunities with others. The agreement is particularly important in preliminary business discussions where sensitive information needs to be shared while also securing commitment to exclusive negotiations or arrangements.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including definition of confidential information

4. Confidentiality Obligations: Core confidentiality provisions, protection requirements, and permitted disclosures

5. Exclusivity Terms: Scope and nature of exclusive arrangements, including duration and territorial limits

6. Return of Confidential Information: Obligations regarding the return or destruction of confidential information

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Remedies: Available remedies in case of breach, including injunctive relief

9. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

Optional Sections

1. Non-Compete Provisions: Additional competitive restrictions beyond exclusivity, used when broader protection is needed

2. Non-Solicitation: Restrictions on soliciting employees or customers, used when protecting against poaching

3. Audit Rights: Rights to verify compliance with the agreement, used when verification is crucial

4. Survival: Provisions that continue after termination, used when specific obligations should extend beyond the agreement term

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list of information covered by confidentiality provisions

2. Schedule B - Excluded Information: Information specifically excluded from confidentiality obligations

3. Schedule C - Authorized Recipients: List of persons authorized to receive confidential information

4. Schedule D - Territory: Geographic scope of exclusivity arrangements

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

Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing nationwide protection for trade secrets, defining trade secrets and misappropriation, and establishing remedies for trade secret theft

Economic Espionage Act 1996: Federal criminal law that addresses trade secret theft and establishes enforcement provisions for intellectual property protection

Sherman Antitrust Act: Federal antitrust law crucial for ensuring exclusivity provisions don't create illegal monopolies or unreasonably restrict competition

Clayton Act: Federal law supplementing the Sherman Act, particularly relevant for exclusive dealing arrangements and their competitive effects

Uniform Trade Secrets Act: Model state law adopted by most states that provides framework for trade secret protection at the state level

State Contract Laws: State-specific requirements governing contract formation, statute of frauds, consideration, and enforcement

State Employment Laws: State-specific regulations concerning employment relationships, including non-compete restrictions and right to work provisions

Common Law Contract Principles: Established legal principles regarding contract formation, breach, and remedies developed through court decisions

Industry-Specific Regulations: Sector-specific rules and requirements that may affect confidentiality and exclusivity provisions (e.g., healthcare, financial services)

Enforcement Considerations: Legal requirements for reasonable scope, duration, and geographic limitations to ensure agreement enforceability

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

Find the exact document you need

Wholesale Exclusivity Agreement

A U.S.-governed agreement establishing exclusive distribution rights between a manufacturer and wholesaler, subject to federal and state regulations.

find out more

Software Exclusivity Agreement

A U.S.-governed agreement granting exclusive rights to distribute or commercialize software within specified territories or markets.

find out more

Seller Exclusivity Agreement

A U.S.-governed agreement granting exclusive selling rights within defined territories, subject to federal and state competition laws.

find out more

Exclusive Provider Agreement

A U.S.-governed contract establishing an exclusive relationship between a provider and recipient for specified services or products.

find out more

Exclusive Development Agreement

A U.S.-governed contract establishing exclusive rights for development work between a developer and client.

find out more

Exclusive Reseller Agreement

A U.S.-governed agreement granting exclusive rights to resell products in a defined territory, establishing terms between manufacturer and reseller.

find out more

Exclusive Rental Listing Agreement

A U.S.-compliant contract granting a real estate broker exclusive rights to market and lease a property on behalf of the owner.

find out more

Exclusive Producer Agreement

A U.S.-governed contract establishing exclusive rights and obligations between a music producer and engaging party, typically a record label or artist.

find out more

Exclusive Selling Agency Agreement

A U.S.-governed agreement appointing an exclusive agent to sell products/services in a defined territory.

find out more

Exclusive Agency Contract

A U.S.-governed agreement establishing an exclusive representative relationship between a principal and agent, defining rights, duties, and compensation.

find out more

Employee Exclusivity Agreement

A U.S.-governed agreement establishing exclusive employment terms between an employer and employee, restricting outside employment activities.

find out more

Simple Exclusivity Agreement

A U.S.-governed contract granting exclusive rights to sell, distribute, or represent products/services within specified parameters.

find out more

Exclusive Use Contract

A U.S.-governed agreement granting exclusive rights to use, sell, or distribute specific assets or properties to a single party.

find out more

Exclusive Use Agreement

A U.S.-governed agreement granting exclusive rights to use specific property or intellectual property to a single party under defined terms and conditions.

find out more

Non Exclusive Lease Agreement

A U.S.-compliant legal agreement granting non-exclusive rights to use a property while allowing the landlord to lease to other tenants.

find out more

International Exclusive Distribution Agreement

A U.S.-governed agreement establishing exclusive international distribution rights and obligations between a supplier and distributor.

find out more

Exclusivity And Non Circumvention Agreement

A U.S.-governed agreement establishing exclusive business relationships and preventing circumvention between parties in specified business dealings.

find out more

Exclusive Importation And Sales Agreement

A U.S.-governed agreement granting exclusive rights to import and distribute products within a specified territory.

find out more

Mutual Exclusivity Agreement

A U.S.-governed contract establishing exclusive business relationships between parties, defining terms for sole dealing arrangements in specific markets or territories.

find out more

Exclusive Trade Agreement

A U.S.-governed agreement establishing exclusive trading rights between parties for specified products or services in defined territories.

find out more

Exclusive Representative Agreement

A U.S.-governed agreement establishing exclusive representation rights between a principal and representative, defining territory, compensation, and performance terms.

find out more

Exclusive Option Agreement

A U.S. legal agreement granting exclusive rights to one party to execute a specific transaction or acquire certain rights within a defined period.

find out more

Exclusive Franchise Agreement

A U.S.-governed agreement granting exclusive rights to operate a franchised business within a specified territory, subject to federal and state franchise laws.

find out more

Non Exclusive Sales Agreement

A U.S.-governed agreement establishing non-exclusive rights for product sales through designated representatives while maintaining seller's right to use multiple sales channels.

find out more

Exclusive Lease Agreement

A U.S.-governed contract granting exclusive occupancy rights to a tenant for a specified property, including terms for rent, duration, and usage.

find out more

Exclusive Consulting Agreement

A U.S.-governed agreement establishing an exclusive consulting relationship between parties, defining services, compensation, and exclusivity terms.

find out more

Confidentiality And Exclusivity Agreement

A U.S.-governed agreement protecting confidential information while establishing exclusive business arrangements between parties.

find out more

Exclusive Rights Contract

A U.S.-governed agreement granting exclusive rights to use, sell, or distribute specific intellectual property, products, or services.

find out more

Exclusive Cooperation Agreement

A U.S.-governed agreement establishing exclusive partnership terms between parties, defining scope, obligations, and exclusivity parameters.

find out more

Exclusive Vendor Agreement

A U.S.-governed contract establishing an exclusive commercial relationship between a supplier and buyer, defining terms of exclusive supply arrangements.

find out more

Exclusive Service Agreement

A U.S.-governed contract establishing exclusive service provision arrangements between parties, defining scope, terms, and mutual obligations.

find out more

Exclusive Production Agreement

A U.S.-governed contract granting exclusive rights to manufacture specific products, establishing terms and conditions for production relationship.

find out more

Exclusive Distribution Contract

A U.S.-governed agreement granting exclusive rights to distribute products in a specified territory.

find out more

Non Exclusive Distribution Agreement

A U.S.-governed agreement establishing terms for non-exclusive product distribution between supplier and distributor.

find out more

Non Exclusive Agency Agreement

A U.S.-governed agreement establishing a non-exclusive relationship between a principal and an agent, defining their rights and obligations while allowing multiple agency appointments.

find out more

Exclusive Partnership Agreement

A U.S.-governed agreement establishing exclusive business partnership rights and obligations between parties, including territorial restrictions and performance terms.

find out more

Exclusive Representation Agreement

A U.S.-governed contract establishing exclusive agency rights between a representative and client, defining terms of sole representation.

find out more

Exclusive Purchasing Agreement

A U.S.-governed contract establishing an exclusive buying relationship between a purchaser and supplier, with defined terms and obligations.

find out more

Exclusive Contract Agreement

A U.S.-governed agreement establishing exclusive rights between parties for products, services, or territories.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.