Glossary
Exclusivity clause
An exclusivity clause stops one side working with other people in a named market, for a named time. In England and Wales a lock-out has to be for a fixed period: Walford v Miles [1992] 2 AC 128 is why an agreement to negotiate exclusively with no end date fails.
Last updated 28 October 2026
Freelancers see it as “you will not design for a named rival during this campaign.” Agencies see it as “you will not staff a competing pitch this quarter.” A non-compete tries to block a kind of work after the job. A non-solicit tries to block poaching. Exclusivity is usually about the field during the engagement. Price it: exclusive time is time you cannot sell twice.
We put exclusivity in the signed scope, with a start, an end, and named rivals or a product line. Lex will not invent a worldwide exclusive on a two-week sprint. Agree it on one shared contract. If the client then sends no work, the clause should say whether exclusivity dies or whether a retainer fee keeps it alive.
What does an exclusivity clause restrict?
Who you may work for, or who the client may hire, in a defined field for a defined time. It can be one-way or mutual. A campaign exclusive means you do not take the rival’s brief until the end date. A supplier exclusive means the client does not brief another studio for that product line while the retainer runs.
How is exclusivity different from a non-compete?
Exclusivity is usually during the job and tied to this client or this campaign. A non-compete tries to restrict work after the job, often more widely. Both need a legitimate interest, a time limit and a market that is not the whole industry. Walford v Miles is the lock-out case: exclusive negotiation with no end date is not enforceable.
How narrow should exclusivity be?
Named rivals, a product line, a territory, and a period you can live with — often the production window plus a short tail. “Any business that competes with the client anywhere in the world” is a non-compete in exclusive clothing. If the fee does not pay for idle capacity, do not give the exclusive.
What happens if the client stops sending work?
Unless the clause says otherwise, exclusivity can survive a quiet month and still block other briefs. Tie exclusivity to a live statement of work or to a paid retainer. If the client terminates for convenience, say that exclusivity ends on the same date. Do not leave a one-way exclusive running after the fee has stopped.
A worked example
A three-month brand film includes exclusivity on the client’s two named drinks rivals, in the UK, until first broadcast plus 30 days. The fee includes that hold. When the client pauses the project for convenience, the termination clause ends exclusivity on the same day. The director is free to take another drinks brief the following week.
How it shows up in a contract
Sample wording · our own drafting
During the Term, and for [30] days after first public use of the Deliverables, the Supplier will not provide substantially the same services to the Client's named competitors listed in the Schedule, in the product line and territory described there. Exclusivity ends on termination of this agreement. It does not stop the Supplier working for other clients in the same industry on different products.
In Plain English
While this job runs, and for 30 days after the work goes public, the supplier will not do the same kind of work for the rivals named in the schedule, on that product, in that place. If this contract ends, so does the exclusive. Other work in the same industry, on different products, is still allowed.
Common mistakes
- Giving a worldwide exclusive on a one-week job for a one-week fee.
- Writing a lock-out with no end date. Walford v Miles is why that fails.
- Leaving exclusivity alive after termination for convenience has stopped the pay.
- Mixing exclusivity, non-compete and non-solicit into one sentence so none of them is readable.
Frequently asked questions
What is an exclusivity clause?
A promise not to work with other people in a named market for a named time. A lock-out needs a fixed period (Walford v Miles [1992] 2 AC 128).
How is it different from a non-compete?
Exclusivity is usually during the job and tied to this campaign. A non-compete tries to restrict work after the job. See /glossary/non-compete.
Should exclusivity survive cancellation?
Only if you mean it to, and only if you are still being paid for the hold. Tie it to a live SOW or a retainer, and end it on termination for convenience.
How narrow should it be?
Named rivals, a product line, a territory and a period the fee actually pays for. Worldwide exclusive on a one-week fee is the line to refuse.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review