A Quebec Exclusivity Agreement (Convention d'exclusivité) is a legally binding contract governed by the Code civil du Québec (arts. 1377–1456) and the federal Competition Act (R.S.C. 1985, c. C-34) that grants one party (the Exclusive Party) the exclusive right to distribute, sell, supply, negotiate, or commercially represent specific products, services, or rights within a defined geographic territory for a specified period. The party granting these exclusive rights is called the Granting Party (Partie concédante).

An exclusivity agreement is fundamentally a restraint on the granting party's freedom to contract with others in the defined territory. By entering into the agreement, the granting party commits not to appoint any other distributor, agent, reseller, or partner for the specified products or services in the exclusive territory during the agreement's term. This commitment has significant commercial value — it allows the exclusive party to invest in market development, build a customer base, and recover those investments without fear of direct competition from other appointees of the same granting party.

In Quebec civil law, exclusivity agreements are governed by the general law of obligations under the Code civil du Québec. The agreement must meet the general requirements for a valid contract under article 1385 CCQ: capacity of the parties, consent free from vices (error, fraud, duress), a lawful object, and a cause that is not prohibited by law or contrary to public order. The principle of good faith under article 1375 CCQ pervades the entire contractual relationship, from negotiation through performance and termination.

Exclusivity agreements in Quebec also intersect with federal competition law. The Competition Act (R.S.C. 1985, c. C-34) regulates exclusive dealing and market restriction arrangements. An exclusivity agreement may raise concerns under sections 75–77 of the Competition Act if it substantially prevents or lessens competition in a market. Agreements limited in time and territory, with legitimate business justifications, are generally permissible.

Exclusivity agreements are commonly used in distribution networks, franchise arrangements, technology licensing, real estate acquisition rights, talent representation, and brand licensing in Quebec. They provide a structured framework for building commercial relationships with clear boundaries, defined obligations, and measurable performance targets.

You need a Quebec Exclusivity Agreement in the following situations:

Distribution and Retail Networks — When a manufacturer, supplier, or brand owner wants to appoint a single exclusive distributor for a region of Quebec or all of Quebec, ensuring that their products are sold through one channel without competing distributors in the territory.

Franchise and Licensing Arrangements — When a franchisor or licensor grants exclusive territorial rights to a franchisee or licensee, preventing the grantor from appointing other franchisees or licensees in the same territory during the agreement's term.

Technology and Software Licensing — When a technology company grants exclusive rights to a reseller, value-added reseller (VAR), or systems integrator to sell or implement a software product or technology solution in a specific market.

Exclusive Supply Agreements — When a buyer secures an exclusive supply arrangement, guaranteeing that a supplier will not sell the same product or component to competitors within the buyer's market, protecting the buyer's competitive position.

Exclusive Negotiation Rights — When a prospective buyer of a business or real estate property secures the exclusive right to negotiate an acquisition for a defined period, preventing the seller from entertaining competing offers during that time.

Artist and Talent Representation — When a talent agency or manager secures exclusive representation rights for an artist, performer, or public figure in a specific territory or for a specific type of work.

Commercial Agency — When a principal grants an agent exclusive rights to solicit and negotiate commercial contracts in a specific territory, preventing the principal from dealing directly with clients in that territory or appointing competing agents.

Brand Licensing — When a brand owner grants exclusive rights to use a trademark, logo, or brand in a specific territory for a specific category of goods or services.

Without a written exclusivity agreement, the exclusive party may not have legally enforceable protection against the granting party appointing competing distributors, agents, or licensees in the same territory. Verbal exclusivity arrangements are extremely difficult to enforce and leave both parties exposed to disputes about the scope and duration of the exclusivity.

Identification of the Parties — Full legal names, addresses, and authorized representatives of both the Granting Party and the Exclusive Party. If either party is a corporation, the authorized representative and their title must be identified to confirm corporate authority.

Subject Matter of Exclusivity — A precise description of the products, services, intellectual property rights, or activities subject to the exclusivity. Vague descriptions lead to disputes about whether a particular product or activity falls within the scope of the exclusive rights.

Type of Exclusivity — Clearly specify the type of exclusive right being granted: distribution, supply, sales, negotiation, commercial representation, or brand use. Different types of exclusivity carry different obligations and legal consequences.

Exclusive Territory — A precise geographic definition of the area within which the exclusive rights apply. Whether it is a province, a metropolitan area, specific municipalities, or all of Canada must be stated unambiguously. The granting party's obligations are limited to the defined territory.

Duration and Renewal — The start and end dates of the exclusivity, and whether the agreement automatically renews. Fixed-term exclusivity provides certainty; automatic renewal provisions must specify the notice period required to prevent renewal.

Minimum Commitments and Performance Targets — If the granting party requires the exclusive party to develop the market actively, minimum purchase volumes, sales targets, or customer acquisition goals ensure accountability. The agreement must specify how performance is measured, the consequences of underperformance, and the notice procedure.

Reporting Obligations — The exclusive party's obligation to provide sales reports, market intelligence, or customer data to the granting party, including frequency, format, and content requirements.

Non-Compete Obligations — Restrictions on the exclusive party from distributing, selling, or representing competing products in the territory, and restrictions on the granting party from appointing competing distributors or agents. Must comply with Competition Act requirements and CCQ article 2089 reasonableness standards.

Confidentiality — Protection of each party's commercial, technical, and financial information disclosed during the relationship, with a survival period after termination.

Termination — Grounds for early termination (material breach, insolvency, change of control), notice requirements, and the effects of termination on pending orders, outstanding obligations, and return of materials.

Good Faith (art. 1375 CCQ) — A declaration confirming that the parties negotiate, execute, and perform the agreement in good faith, consistent with Quebec civil law obligations.

Governing Law and Jurisdiction — Specification that Quebec law governs, including the Code civil du Québec and the Competition Act, with exclusive jurisdiction of Quebec courts.