Dated

------

Exclusivity agreement

relating to

[subject]

between

[INSERT COMMUNITY BODY NAME]

and

[INSERT LANDLORD NAME]

THIS AGREEMENT is dated [DATE]

Parties

(1)[NAME] residing at [INSERT ADDRESS] (the “Landlord”).

(2)[COMPANY NAME] incorporated and registered under the Companies Act (company number [NUMBER])and having their registered office at [REGISTERED OFFICE ADDRESS] (the “Community Body”).

Background

(A)The Landlord and the Community Body intend to enter into the Transaction.

(B)The Landlord does not intend to enter into the Transaction with anyone other than the Community Body during the Exclusivity Period.

(C)The Landlord and the Community Body are entering into this agreement in good faith and are relying on its terms.

Agreed terms

1.Interpretation

1.1The definitions in this clause apply in this agreement.

Exclusivity Period: the period from [DATE] until [DATE].

Landlord’s Obligations: the obligations of the Landlord set out in clause 2.

Project: [DESCRIPTION OF THE PROJECT].

Property: [DESCRIPTION OF THE PROPERTY].

Community Body’s Obligations: the obligations of the Community Body set out in clause 3.

Transaction: the grant of the necessary Transaction Documents to allow the Project to proceed on the Property.

Transaction Documents: the Option Agreement and Lease, or such other land documentations reasonably required for the Project(and all documentation and information to evidence the Landlord’s title to grant the same).

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement and any similar additional tax.

1.2The rules of interpretation in this clause apply in this agreement.

1.3Clause and Schedule headings do not affect the interpretation of this agreement.

1.4Except where a contrary intention appears, a reference to a clause or a Schedule is a reference to a clause of, or Schedule to this agreement.

1.5Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6Writing or written includes faxes but not email.

2.Landlord’s obligations

2.1In consideration of the Community Body undertaking and incurring expenses in connection with the Community Body’s Obligations, the Landlord undertakes during the Exclusivity Period:

(a)Not (nor instruct or allow anyone else to) without the Community Body’s consent, not to be unreasonably withheld or delayed, to sell, transfer, or create any interest in the Property or any part thereof, other than the Community Body, nor agree to do so.

(b)Not (nor instruct or allow anyone else to)to grant a lease of the Property to anyone other than the Community Body nor agree to do so;

(c)Not to solicit or respond to any approach to do any of the matters in 2.1. (a) and (b) above;

(d)To supply the Community Body with all documentation and information and authority to enable the Community Body’s Solicitors to draft and negotiate the Transaction and do all work necessary to progress the Transaction within the Exclusivity Period;

(e)Toact in good faith in the negotiation and entering into of the Transaction Documentation; and

(f)Not to send or instruct anyone else to send any Transaction Documents to anyone other than the Community Body’s Solicitors;

2.2The Landlord warrants that it is the registered owner of the Property.

3.Community Body’s obligations

In consideration of the Landlord undertaking the Landlord's Obligations, the Community Body undertakes to:-

(1)instruct the Community Body's solicitors to investigate title to the Property, negotiate the draft Lease, raise enquiries of the Landlord and any third parties about the Property and do any other work necessary to enable the Transaction to be entered into within the Exclusivity Period.

(2)Act in good faith in the negotiation and entering into the Transaction Documentation.

4.Termination

4.1The Community Body may terminate this agreement with immediate effect by written notice to the Landlord.

4.2The Landlord may terminate this agreement with immediate effect by written notice to the Community Body if the Community Body is in breach of the Community Body’s Obligations.

5.Remedies

If during the Exclusivity Period the Landlord breaches any of the Landlord’s Obligations and the Community Body chooses as a result to terminate this agreement, the Landlord must reimburse the Community Body all costs, fees, commissions and expenses incurred by the Community Body in connection with the Transaction together with any irrecoverable VAT incurred on them.

6.DEALINGS

The Landowner acknowledges it is not entering or has not enteredinto negotiations or discussion with any other party in respect of a similar project to the Project.

7.publicity

Except as required by law, the parties shall keep in confidence the existence of this Agreement. The parties shall however be entitled to disclosed this Agreement to their professional advisors and their funders.

8.THE TRANSACTION

The Transaction is an independent contract and nothing contained within this agreement shall oblige

9.jurisdiction

This Agreement shall be governed by and construed in accordance with the Laws of Scotland and the parties submit to the non-exclusive jurisdiction of the Scottish Courts.

IN WITNESS WHEREOF, these presents consisting of this and the preceding two pages are executed as follows:-

Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF LANDLORD] / ......
Director
Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF COMMUNITY BODY] / ......
Director

1