Exclusive Negotiation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

EXCLUSIVE NEGOTIATION AGREEMENT

This Exclusive Negotiation Agreement ("Agreement") is made and entered into on this {{date}} by and between:

**{{First_Party_Name}}**, a company duly incorporated under the laws of {{First_Party_Jurisdiction}}, with its principal place of business at {{First_Party_Address}} (hereinafter referred to as "Party A"); and

**{{Second_Party_Name}}**, a company duly incorporated under the laws of {{Second_Party_Jurisdiction}}, with its principal place of business at {{Second_Party_Address}} (hereinafter referred to as "Party B").

Party A and Party B are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, the Parties are desirous of exploring a potential transaction concerning {{description_of_potential_transaction}} (the "Potential Transaction"); and

WHEREAS, in order to facilitate and encourage such discussions and negotiations, the Parties wish to enter into an exclusive negotiation period on the terms and conditions set forth herein.

ARTICLE 1: EXCLUSIVITY

1.1. During the period commencing on the Effective Date and ending on {{Exclusivity_End_Date}} (the "Exclusivity Period"), Party A hereby agrees that it shall not, directly or indirectly, through any of its affiliates, officers, directors, employees, agents, or representatives:

(a) solicit, initiate, or encourage any inquiries, proposals, or offers from any third party concerning the Potential Transaction or any similar transaction;

(b) participate in any discussions or negotiations with any third party concerning the Potential Transaction or any similar transaction;

(c) provide any information to any third party relating to the Potential Transaction or any similar transaction; or

(d) enter into any agreement, arrangement, or understanding with any third party concerning the Potential Transaction or any similar transaction.

1.2. Party B agrees to negotiate in good faith with Party A during the Exclusivity Period with the goal of reaching a definitive agreement on the Potential Transaction.

ARTICLE 2: CONFIDENTIALITY

2.1. All information exchanged between the Parties in connection with the Potential Transaction shall be treated as confidential in accordance with the terms of the Confidentiality Agreement entered into between the Parties on {{Confidentiality_Agreement_Date}}, the terms of which are incorporated herein by reference.

2.2. In the absence of a separate Confidentiality Agreement, the Parties agree that all non-public information disclosed by one Party to the other, whether orally or in writing, shall be kept confidential and used solely for the purpose of evaluating the Potential Transaction.

ARTICLE 3: NON-BINDING NATURE & EXPENSES

3.1. This Agreement is solely an agreement to negotiate exclusively and in good faith. Except for the provisions relating to exclusivity, confidentiality, governing law, and jurisdiction, this Agreement shall not be legally binding on the Parties with respect to the Potential Transaction.

3.2. Each Party shall bear its own costs and expenses incurred in connection with the Potential Transaction and the negotiation thereof.

ARTICLE 4: TERMINATION

4.1. This Agreement shall automatically terminate upon the expiration of the Exclusivity Period.

4.2. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice thereof.

4.3. Termination of this Agreement shall not affect the obligations of the Parties under the confidentiality provisions, which shall survive termination.

ARTICLE 5: GOVERNING LAW AND JURISDICTION

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

5.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{Jurisdiction_for_Disputes}}.

ARTICLE 6: ENTIRE AGREEMENT

6.1. 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 written or oral, relating to the exclusivity of negotiations.

6.2. No amendment or modification of this Agreement shall be valid unless in writing and signed by duly authorised representatives of both Parties.

SIGNATURES

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

**FOR AND ON BEHALF OF {{First_Party_Name}}**

By: ___________________________

Name: {{First_Party_Signatory_Name}}

Title: {{First_Party_Signatory_Title}}

Date: ___________________________

**FOR AND ON BEHALF OF {{Second_Party_Name}}**

By: ___________________________

Name: {{Second_Party_Signatory_Name}}

Title: {{Second_Party_Signatory_Title}}

Date: ___________________________