Exclusivity and Teaming Agreement Templates (2026)

Exclusivity agreements and teaming agreements are two different tools that often get confused because both involve parties agreeing to work together in a committed way. An exclusivity agreement is about one party agreeing not to deal with others for a defined purpose or period. A teaming agreement is about two or more parties agreeing to join forces to pursue a specific opportunity, usually a bid or tender, and to split the work if they win. This page gives a working skeleton for each, explains what every part does, and sets out the traps. ## Exclusivity agreement: what it is An exclusivity agreement (sometimes called a lock-out or no-shop agreement) commits one or both parties to deal only with each other on a particular matter for a set time. It is common before a larger deal, for example a buyer who wants a seller to stop talking to rival buyers while due diligence runs, or a distributor who wants to be the only reseller in a territory. The key to a sound exclusivity clause is precision: say who is bound, what they cannot do, where, and for how long. ### Exclusivity skeleton > 1. Purpose. The parties are discussing [describe the transaction or relationship].

2. Exclusivity period. For [period, e.g. 60 days] from the date of this agreement (the Exclusivity Period). 3. Undertakings. During the Exclusivity Period, [Party] shall not, directly or indirectly, solicit, negotiate, or enter into any agreement with any third party in respect of [the defined matter], and shall notify the other party of any approach. 4. Costs. Each party bears its own costs. [Optional break fee or cost cover if the deal does not proceed, where lawful.] 5. Confidentiality. The existence and terms of this agreement are confidential. 6. Status. [State whether the wider deal terms are binding or subject to contract; usually only the exclusivity and confidentiality are binding at this stage.] 7. Governing law and jurisdiction. The most important design choices are the length of the period, whether the exclusivity is one way or mutual, and whether a break fee applies. Keep the period reasonable; an indefinite or very long lock-out is more likely to be challenged, and in some jurisdictions a pure agreement to negotiate is hard to enforce, so the enforceable core is the negative promise not to deal with others. ## Teaming agreement: what it is A teaming agreement is signed by two or more companies that want to bid together for a contract, typically with a prime contractor and one or more subcontractors or partners. It governs the bid phase: how they prepare the proposal, who leads, how they share information, and what each will do if the bid wins. It usually promises that, if the team wins, the parties will enter a subcontract or joint delivery agreement on agreed terms. ### Teaming agreement skeleton > 1. The opportunity. Description of the tender or project and the customer. 2. Roles. Who is the prime and who are the team members; the scope each will deliver if the team wins. 3. Exclusivity. Whether team members may join competing bids for the same opportunity (usually not). 4. Bid conduct. Who leads the proposal, cost and resource contributions, and approval of submissions. 5. Confidentiality and IP. How shared information and any jointly developed material are handled. 6. The award commitment. If the team wins, the parties will negotiate in good faith and enter a subcontract substantially on the terms in a schedule, within a set time. 7. Term and termination. Ends if the bid is lost, withdrawn, or the customer refuses the teaming arrangement. 8. Costs, liability, governing law. The heart of a teaming agreement is the award commitment and the attached subcontract terms. If those terms are left entirely to future negotiation, the agreement risks being only an agreement to agree, which many courts will not enforce. Attach a term sheet or a near final subcontract so the commitment has real content. ## How the two differ Exclusivity is a negative promise (do not deal with others). Teaming is a positive, cooperative structure (work together on this bid and, if we win, contract on these terms). A teaming agreement often contains an exclusivity clause inside it, since team members usually agree not to back a rival bid. But an exclusivity agreement on its own does not create a working partnership; it only closes a door. ## Common mistakes to avoid - Leaving key terms to be agreed later. An agreement to negotiate or to agree is weak; attach term sheets and define the trigger for the next contract.

• Vague or indefinite exclusivity periods. Set a clear, reasonable end date and define exactly what conduct is prohibited.
• Ignoring competition and procurement rules. Exclusivity and teaming can raise antitrust or public procurement issues; whether a term is lawful varies by jurisdiction, so check before signing.
• Weak confidentiality. Bids and deals expose sensitive information; make confidentiality survive termination.
• No IP allocation in teaming. Decide who owns jointly created bid material and solution design.
• Silence on what happens if the customer rejects the team or changes scope. ## Jurisdiction and enforceability note The enforceability of exclusivity, lock-out, break fees, and good-faith negotiation commitments varies widely between the US, UK, India, and other systems, as do competition and public procurement constraints. This page is general information, not legal advice. Use the skeletons as a starting structure and confirm specifics for your jurisdiction and sector with a qualified lawyer. ## Keeping both templates consistent and tracked Exclusivity and teaming agreements live or die on precise, consistent wording and on remembering the deadlines they create, such as the end of a lock-out or the window to sign the subcontract after an award. Drafting both from a reusable, firm-tuned template, checking them for missing terms, and tracking their key dates in one AI workspace built on Claude keeps the negative promise and the positive commitment aligned instead of scattered across versions. Adira supports this with firm-tuned drafting, review, and version tracking, at transparent per-seat pricing. Learn more. The templates above stand on their own. ## Bottom line Use an exclusivity agreement to stop a counterparty dealing with others for a defined, reasonable period, drafted as a clear negative promise. Use a teaming agreement to structure a joint bid and to commit the team to a known subcontract if it wins, with real terms attached rather than an agreement to agree. Both must respect competition and procurement rules, which differ by jurisdiction.