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Exclusivity Agreement
I need an exclusivity agreement that ensures a supplier will not provide similar services or products to any competitors within Belgium for a period of 2 years. The agreement should include clauses on confidentiality, penalties for breach, and a review period every 6 months.
What is an Exclusivity Agreement?
An Exclusivity Agreement legally binds one party to work exclusively with another, blocking them from engaging with competitors during a set period. In Belgian business practice, these contracts often appear in merger talks, distribution partnerships, and commercial agency relationships, where they help protect sensitive information and business opportunities.
Under Belgian competition law, these agreements must stay reasonable in scope and duration to avoid being considered anti-competitive. Most Belgian courts look for clear time limits, defined geographic boundaries, and specific business activities when enforcing exclusivity terms. Companies typically limit these agreements to 6-24 months to maintain their enforceability.
When should you use an Exclusivity Agreement?
Use an Exclusivity Agreement when entering significant business negotiations in Belgium, especially during mergers, acquisitions, or strategic partnerships. These agreements protect your interests when sharing sensitive information with potential partners or buyers, preventing them from pursuing similar deals with your competitors.
They're particularly valuable in commercial agency relationships, distribution agreements, and franchise negotiations. Belgian law strongly enforces these agreements when they include specific timeframes and clear geographic boundaries. The agreement becomes essential before sharing trade secrets, customer lists, or proprietary technology鈥攅specially in industries like pharmaceuticals, technology, and manufacturing where competitive advantages need protection.
What are the different types of Exclusivity Agreement?
- Non Exclusive Agreement: Allows parties to work with multiple partners while maintaining specific rights and obligations
- Exclusive Supplier Agreement: Restricts a supplier to selling products only to one specific buyer in the defined territory
- Exclusive Service Agreement: Binds a service provider to work solely with one client for specific services
- Sole Distributor Agreement: Grants exclusive rights to distribute products in a specified region
- Exclusive Partnership Agreement: Creates an exclusive collaboration between partners for specific business activities
Who should typically use an Exclusivity Agreement?
- Business Owners & Entrepreneurs: Initiate Exclusivity Agreements to protect their interests during negotiations or partnerships
- Corporate Legal Teams: Draft and review agreements to ensure compliance with Belgian competition law
- Commercial Agents: Enter these agreements when representing companies exclusively in specific territories
- Distributors & Manufacturers: Use them to establish exclusive supply or distribution relationships
- Industry Consultants: Bound by exclusivity terms when working with competing clients
- Merger & Acquisition Specialists: Implement these agreements during confidential deal negotiations
How do you write an Exclusivity Agreement?
- Basic Details: Gather full legal names, addresses, and registration numbers of all parties involved
- Scope Definition: Clearly outline the specific products, services, or business activities covered by the exclusivity
- Territory Mapping: Define exact geographic boundaries where the agreement applies
- Duration Planning: Set specific start and end dates that comply with Belgian competition law limits
- Performance Metrics: Establish measurable targets or minimum requirements for maintaining exclusivity
- Exit Strategy: Define termination conditions and notice periods
- Document Generation: Use our platform to create a legally-sound agreement that includes all required elements under Belgian law
What should be included in an Exclusivity Agreement?
- Party Identification: Complete legal names, addresses, and registration details of all involved entities
- Scope Definition: Precise description of exclusive products, services, or activities covered
- Territory Clause: Clear geographical boundaries where exclusivity applies
- Duration Terms: Specific start and end dates, plus any renewal conditions
- Performance Standards: Measurable targets and minimum requirements
- Termination Rights: Clear conditions for ending the agreement
- Competition Compliance: Statements ensuring alignment with Belgian antitrust laws
- Dispute Resolution: Belgian court jurisdiction and applicable law references
- Confidentiality Terms: Protection of sensitive business information
What's the difference between an Exclusivity Agreement and a Contractor Agreement?
While an Exclusivity Agreement and a Contractor Agreement might seem similar in business relationships, they serve distinctly different purposes under Belgian law. Let's explore their key differences:
- Primary Purpose: Exclusivity Agreements restrict parties from engaging with competitors, while Contractor Agreements outline the terms of service delivery without necessarily limiting other business relationships
- Duration and Scope: Exclusivity Agreements typically have stricter time limits under Belgian competition law, while Contractor Agreements can run longer with more flexible terms
- Legal Enforceability: Exclusivity clauses face more scrutiny from Belgian courts and require clear geographic boundaries and time limits, whereas Contractor Agreements have broader enforcement flexibility
- Business Impact: Exclusivity Agreements directly affect market competition and require careful consideration of antitrust implications, while Contractor Agreements focus on service delivery and performance standards
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