Free Exclusivity Agreement

This Exclusivity Agreement ("Agreement") is entered into as of [date], by and between [Your Company Name], a company organized and existing under the laws of [Your Jurisdiction], having its principal place of business at [Your Company Address] ("Company"), and [Counterparty Name], a company organized and existing under the laws of [Counterparty Jurisdiction], having its principal place of business at [Counterparty Address] ("Counterparty").

WHEREAS, Company and Counterparty desire to enter into discussions regarding a potential business relationship;

WHEREAS, in connection with such discussions, the Company may disclose certain confidential information to the Counterparty;

WHEREAS, the Company desires to protect its interests in such confidential information;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Exclusivity Period

Throughout this agreement, the counterparty is hereby bound to a pledge that it will refrain from initiating or participating in any discussions or negotiations, nor will it embark upon the formation of any agreements with any third party about the subject matter contained within this agreement. This is strictly prohibited unless the counterparty obtains the company's prior permission in a written format. The commencement of exclusivity phase begins on the day this agreement becomes effective. From this point, 12 months will be observed, commonly referred to as the "Exclusivity Period", during which the stipulations as outlined in this clause will be strictly adhered to.

2. Confidentiality

Under the conditions of this Agreement, the Counterparty is in agreement to uphold confidentiality and does not have the permission to disclose any information, whether directly or indirectly, that is deemed confidential and was provided by the Company during the term of this Agreement, this obligation extends for 3 years after the term of the Agreement. The definition of confidential information under this context encompasses, but is not limited to, any information that is owned exclusively by the Company or is classified as proprietary, any business plans or processes, technical data, unique know-how, and any financial information that may have been disclosed by the Company to the Counterparty throughout the Agreement.

3. Non-Circumvention

The agreement states that during the period designated as the Exclusivity Period, as well as for a subsequent period of 2 years thereafter, the Counterparty agrees. They assent to abstain from directly or indirectly soliciting, making contact, or engaging in any form of business transaction with any customers, clients, suppliers, or partners associated with the Company. These contacts, which the Counterparty did not have prior contact with, must have been initially introduced to the Counterparty by the Company itself. If the Counterparty wishes to engage in any interaction with these parties, they must first obtain the prior consent of the Company in a written form.

4. No Obligation

According to the terms and conditions outlined in this Agreement, neither party is obligated to pursue or enter into any future agreements or establish further business relationships. This provision ensures that both parties retain autonomy and are not bound to engage in any additional commitments beyond the scope of this Agreement. It provides clarity and safeguards against any misunderstanding regarding the expectation of future obligations.

5. Governing Law

This Agreement will be subject to and interpreted according to the laws of [Your Jurisdiction]. Any application of laws from a different jurisdiction will not be considered, in line with the principle of adherence to the laws of [Your Jurisdiction]. This provision ensures clarity and consistency in legal interpretation and application within the specified jurisdiction.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[YOUR NAME]

[DATE SIGNED]

[COUNTERPARTY NAME]

[DATE SIGNED]

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