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Client Exclusivity Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes and regulates an exclusive business relationship between a service provider/supplier and their client. The document outlines the terms under which one party agrees to work exclusively with the other within specified parameters, including geographic territory, scope of services, and duration. It incorporates key provisions under the Indian Contract Act, 1872, and considers competition law compliance under the Competition Act, 2002. The agreement includes detailed terms on exclusivity obligations, consideration, confidentiality, and remedies for breach, while ensuring enforceability under Indian jurisdiction.

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What is a Client Exclusivity Agreement?

The Client Exclusivity Agreement serves as a crucial legal instrument in Indian business relationships where parties wish to establish exclusive commercial arrangements. This document is particularly valuable when a service provider or supplier seeks to secure an exclusive right to provide specific services or products to a client, or when a client wants to ensure dedicated and exclusive access to a provider's resources or capabilities. The agreement must carefully balance the requirements of Indian contract law with competition regulations, especially regarding market impact and anti-competitive practices. Typically used in high-value business relationships, the document includes comprehensive provisions on exclusivity scope, territorial limitations, performance metrics, and protection mechanisms. It's essential for businesses operating in India who want to formalize exclusive partnerships while ensuring compliance with local legal requirements and business practices.

What sections should be included in a Client Exclusivity Agreement?

1. Parties: Identification of the contracting parties with full legal names and registered addresses

2. Background: Context of the agreement, existing relationship between parties, and purpose of the exclusivity arrangement

3. Definitions: Key terms used throughout the agreement, including 'Exclusive Services', 'Territory', 'Term', and 'Confidential Information'

4. Scope of Exclusivity: Detailed description of the exclusive arrangement, including specific services or products covered

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Exclusivity Obligations: Specific commitments of both parties regarding the exclusive relationship, including non-compete provisions

7. Consideration: Financial terms, payment details, and any minimum purchase commitments

8. Confidentiality: Protection of confidential information exchanged during the relationship

9. Representations and Warranties: Standard warranties about capacity to contract and authority to enter into exclusive arrangement

10. Breach and Remedies: Consequences of breach and available remedies including damages and injunctive relief

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

What sections are optional to include in a Client Exclusivity Agreement?

1. Non-Solicitation: Prevents parties from soliciting each other's employees or clients, used when there's significant risk of talent or client poaching

2. Force Majeure: Addresses circumstances beyond parties' control, important in long-term exclusive arrangements

3. Change of Control: Provisions dealing with ownership changes in either party, relevant for corporate clients

4. Performance Metrics: Specific performance standards and KPIs, used when exclusivity is tied to performance

5. Transition Services: Procedures for transitioning services upon termination, important for complex service arrangements

6. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration, useful for high-value agreements

What schedules should be included in a Client Exclusivity Agreement?

1. Schedule 1 - Exclusive Services: Detailed list and description of services or products covered under the exclusivity arrangement

2. Schedule 2 - Territory: Geographic scope of the exclusivity, including any excluded regions or markets

3. Schedule 3 - Fee Schedule: Detailed pricing structure, payment terms, and any volume-based discounts

4. Schedule 4 - Service Levels: Performance standards and metrics for service delivery if applicable

5. Appendix A - Approved Subcontractors: List of pre-approved subcontractors if relevant to the exclusive arrangement

6. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements applicable to the exclusive relationship

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

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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