Exclusive Negotiation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Parties

This Exclusive Negotiation Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} (the 'Effective Date'),

BY AND BETWEEN:

{{PartyA_legal_name}}, a company duly incorporated and organised under the laws of {{PartyA_jurisdiction}}, with its principal place of business at {{PartyA_address}} (hereinafter referred to as '{{PartyA_short_name}}');

AND

{{PartyB_legal_name}}, a company duly incorporated and organised under the laws of {{PartyB_jurisdiction}}, with its principal place of business at {{PartyB_address}} (hereinafter referred to as '{{PartyB_short_name}}').

{{PartyA_short_name}} and {{PartyB_short_name}} are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

Recitals

WHEREAS, the Parties are exploring a potential transaction concerning {{transaction_description}} (the 'Potential Transaction');

WHEREAS, the Parties wish to engage in exclusive negotiations for a defined period to discuss the terms and conditions of the Potential Transaction; and

WHEREAS, the Parties acknowledge the need for confidentiality and mutual cooperation during this exclusive negotiation period.

Exclusivity Period

Subject to the terms and conditions of this Agreement, the Parties hereby agree to negotiate exclusively with each other concerning the Potential Transaction for a period commencing on the Effective Date and ending on {{exclusivity_end_date}} (the 'Exclusivity Period').

During the Exclusivity Period, neither Party shall, directly or indirectly, solicit, initiate, encourage, or participate in any discussions or negotiations with any third party concerning a transaction similar to or competitive with the Potential Transaction, nor shall they provide any confidential information to a third party related to the Potential Transaction, except as required by law.

Confidentiality

All information exchanged between the Parties in connection with the Potential Transaction shall be treated as confidential and shall be subject to the terms of the Confidentiality Agreement entered into between the Parties on {{confidentiality_agreement_date}}, a copy of which is attached hereto as Annexure A.

Each Party agrees to use commercially reasonable efforts to protect the confidential information of the other Party and to restrict its disclosure to only those employees, advisors, and agents who have a need to know such information for the purpose of the Potential Transaction and are bound by similar confidentiality obligations.

Access to Information and Due Diligence

During the Exclusivity Period, {{PartyA_short_name}} shall provide {{PartyB_short_name}} (and its advisors) with reasonable access to {{PartyA_short_name}}'s premises, books, records, senior management, and other information as reasonably requested by {{PartyB_short_name}} for the purpose of conducting due diligence in connection with the Potential Transaction.

{{PartyB_short_name}} shall conduct its due diligence in a timely and efficient manner and shall provide {{PartyA_short_name}} with regular updates on its progress and any material findings.

No Binding Agreement

This Agreement sets out the terms of exclusive discussions and does not constitute a binding agreement to enter into the Potential Transaction. A legally binding agreement regarding the Potential Transaction will only arise upon the execution of definitive agreements by the Parties.

Neither Party shall be under any obligation to proceed with the Potential Transaction, and either Party may terminate negotiations at any time for any reason, subject to the terms of this Agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}.

The Parties irrevocably agree that the courts of {{jurisdiction_city}}, {{governing_law_country}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Costs

Unless otherwise agreed in writing, each Party shall bear its own legal, advisory, and other costs and expenses incurred in connection with the Potential Transaction, including during the Exclusivity Period and any due diligence activities.

Termination

This Agreement shall terminate automatically upon the earlier of:

(a) the expiration of the Exclusivity Period;

(b) the mutual written agreement of the Parties;

(c) the execution of definitive agreements relating to the Potential Transaction.

Clauses such as Confidentiality, Governing Law and Jurisdiction, and Costs shall survive the termination of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the Potential Transaction.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation Agreement as of the Effective Date.

FOR AND ON BEHALF OF {{PartyA_short_name}}:

___________________________

Name: {{PartyA_signatory_name}}

Title: {{PartyA_signatory_title}}

Date: {{PartyA_signature_date}}

FOR AND ON BEHALF OF {{PartyB_short_name}}:

___________________________

Name: {{PartyB_signatory_name}}

Title: {{PartyB_signatory_title}}

Date: {{PartyB_signature_date}}