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Exclusivity/ Lock Out Agreement

A lock-out agreement (also called an exclusivity agreement) is a basically negative agreement. Underwhicha seller is required not to negotiate with the third parties during a fixed lockout period. A seller can only deal with the buyer during such period. The dealings can be in terms of supply of goods, services, etc. While such agreements don’t guarantee that a sale contract will be entered into, they can at least provide buyers with a fixed period of exclusivity.

 

FEATURES OF LOCK- OUT/ EXCLUSIVITY:

 

1.CHANGE OF HEART–No one likes to waste time and costs by being locked into a pre-contract agreement with a party which no more any interest in the transaction, so lock-out agreements mostly contain a covenant in which any of the partycan notify the other if they decide to cancel the deal during the period of exclusivity.

2.CONFIDENTIALITY –Generally a confidentiality clause in a lock-out agreement might be a useful way of protecting both parties while they decide whether to exchange contracts.

3.GOOD FAITH–A lockout agreement might well contain a clause stating that the parties agree to act towards each other with the utmost good faith in connection with the agreement and the transaction.

4.RESCISSION AND PAYMENT OF FEES – There is usually a right for either party to withdraw if it reasonably considers that the other party has breached its obligations in the contract, and this is sometimes accompanied by a requirement for the party in breach to pay the other party's costs..

5.NEGATIVE IN NATURE – The lock- out agreement should restrict the seller from contracting with any other third party within that lock out period either.

6.TIME PERIOD –under lock-out agreement time period of the lock out should be fixed. It can be for 2 months or it can be for 6 months but it should be definite.

7.PAYMENT – It must be made for the agreement or the agreement must be executed as a deed. However, an obligation on the buyer to incur costs (for example, legal costs in instructing its solicitors to carry out due diligence or surveyors’ costs in carrying out a survey) can amount to “consideration”.

Documents


Passport Photo

Passport photo of all parties.


PAN Card

PAN card of all parties.


Aadhar Card

Aadhar card of all parties.


Utility Bill

Utility bill of Electricity or Telephone.


Address Proof

Valid Address Proof of all the parties.


Licence

Valid Driving Licence of all the parties.


Terms and Conditions

Terms and Conditions between the parties.


Other Documents

Other documents will be intimated through e-mail.

FAQ

A lock out agreement is an agreement between a property seller and a buyer giving the buyer exclusive rights to proceed with the purchase for a certain period of time. It stops the seller from negotiating with any other potential buyer during a lock out period.

A lock out agreement will only be enforceable (and the parties liable for any breach of their obligations) if the following requirements are met: Negative in nature. ... A positive obligation on the seller to negotiate with the potential buyer is unlikely to be unenforceable. For a fixed or defined period.

This agreement comes into force when a buyer wants some time to execute a real purchase agreement with the seller.

The time period of the lock out should be fixed. It can be for 2 months or it can be for 6 months but it should be definite.

To make a lock out agreement enforceable it is not mandatory to execute it in a written format. The parties can enter into a lock out agreement expressly but it is always beneficial for the parties to give it a written form as it will act as a more concrete proof if anything goes wrong.

To not enter into any agreement or negotiations with the third party;Restricting the third party from viewing the property (by taking off the property from the market);Not to enter into any contractual obligations with the other parties in regards to that property.

The buyer needs to carry out its due diligence within the time specified in the agreement. It may be suitable to specify in the agreement that if the specified time limits are not met, the seller shall have the right to determine the conditions of the agreement.

The conveyancing process can take a long time. To buyers, the existence of a lock out agreement gives them a sense of security that no one will be able to buy the property they are in the process of buying. It prevents the seller from entertaining other offers during the period covered in the lock out agreement.