No-shop
Also called: exclusivity clause, exclusivity
ELI5
The company agrees not to pursue another deal for a while.
Used in conversation
“The no-shop period begins when the term sheet is signed.”
Definition
A restriction on seeking or negotiating competing transactions during a stated period.
Here “No-shop” means: A restriction on seeking or negotiating competing transactions during a stated period.
Pitch context
You will see “No-shop” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet control & investor rights.
Why it matters: In term-sheet control & investor rights, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Connected terms
- ExclusivityThe search label “Exclusivity” can route to both entries.
Sources & evidence · 6
Direct term-level sources and supporting source families.
- Y Combinator — The Handshake Deal ProtocolDirect source · practitioner · checked 2026-08-16
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossaryDirect source · primary · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16