Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Lockout Agreement
Open Legal LibraryUpdated 29 Jun 2026
A lockout (exclusivity) agreement for a property sale in India. In exchange for a token sum, the seller agrees not to negotiate with - or send draft contracts or title deeds to - any third party for a fixed period, giving the buyer an exclusive window to progress the purchase. The agreement is independent of the sale contract and does not bind either party to buy or sell.
Lockout Agreement
Agreement made at ______ this ______ day of ______ between Mr. A______ hereinafter referred to as the seller of the one part and Mr. B______ hereinafter referred to as the buyer of the other part as follows:
In consideration of a token sum of Rs. ______ paid by the buyer to the seller this day (the receipt whereof the seller hereby acknowledges), the seller agrees that during the period of ______ days/months from the day hereof (called the lockout period) the seller will not conduct negotiations with any third party for the sale of the property of the seller, being the piece of land admeasuring about ______ sq. meters having S.No. ______, Plot No. ______ and situated at ______, and will not send to any third party a draft contract of sale or title deeds relating to the property.
The seller agrees forthwith to instruct his advocate/solicitor to send the contract and other relevant papers to the advocate/solicitor acting for the buyer, to deal promptly with any amendments to the contract and any inquiries raised on or on behalf of the buyer.
The buyer agrees forthwith to take all necessary steps to proceed with the proposed purchase of the said property, including approval of the contract and the title to the said property, raising inquiries, arranging a mortgage (if required) and a surveyor.
This agreement will lapse if the buyer informs the seller that the buyer no longer wishes to proceed with the purchase of the said property, or upon the expiry of the said lockout period, whichever event happens earlier.
This agreement is independent of the contract for sale and does not bind the parties to sell or buy the property.
Signed by the Seller: ______
Signed by the Buyer: ______
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About this template
What is this template?
This is a short-form exclusivity contract used in real estate transactions to prevent 'gazumping'. It contains a specific lockout period and a provision for a token sum payment in Rupees. It is not a contract for the sale of land and does not transfer title or bind parties to the final transaction.
When should you use it?
Use this when a buyer needs a protected window of time to conduct surveys and legal checks before signing a formal sale deed. If you are ready to transfer the property immediately, use a Sale Deed instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Consideration and Exclusivity | The seller acknowledges receipt of a token sum in Rupees and agrees not to negotiate with third parties during the lockout period. |
| 2 | Seller Obligations | The seller must immediately instruct their advocate to send the contract and title deeds to the buyer's representative. |
| 3 | Buyer Obligations | The buyer must proceed with property inquiries, title approval, and mortgage arrangements immediately upon signing. |
| 4 | Termination | The agreement expires when the lockout period ends or when the buyer gives notice they no longer wish to proceed. |
| 5 | Independence of Contract | This instrument explicitly states it does not bind either party to complete the final sale or purchase of the property. |
Who it's for
- a buyer in India paying a token sum to secure a period of exclusivity for property due diligence
- a landowner agreeing to pause negotiations with third parties while a specific buyer arranges a mortgage
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[period of days/months]
Signed by
Seller, Buyer
Witness
Not required
Notarisation
Not required
Categories
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Mon Jun 29th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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