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Commercial Exclusivity and Non-Solicitation Agreements

An effective commercial contract should work both during ordinary performance and when disagreement arises. Exclusivity and non-solicitation clauses restrict commercial conduct and should serve a legitimate and proportionate purpose.

What to keep in mind

Define protected customers, personnel or territories, restricted activities, duration, exceptions and consequences of breach.

Overly broad restraints can be challenged or create competition-law concerns.

Distinctions often confused

Exclusivity and non-competition are related but different restrictions.

Frequently asked questions

Can parties agree that neither will approach the other's clients?
Possibly, within applicable legal and competition restraints.
Must a non-solicitation clause specify a duration?
Clear and proportionate temporal limits are strongly advisable.

Informational content. It is not a substitute for professional advice.