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Non-Compete | Except pursuant to or as expressly permitted by this Agreement, RevMed shall not, shall cause its Affiliates not to, conduct or agree to conduct, outside of the Collaboration, on its own or together with one or more Third Parties, the Research, Development or Commercialization of any product that contains a SHP2 Inhibitor, including any SHP1-SHP2 Dual Inhibitor that [***]. For purposes of this Section, [***]. |
Exclusivity | During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China. |
Exclusivity | Subject to the terms and conditions herein set forth, the Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and conversion agent (i) to utilize its best efforts to solicit subscriptions for Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book-running manager in the Underwritten Offering (if necessary). |
Exclusivity | Network hereby grants to Affiliate the exclusive right via Broadcast Television, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service via Broadcast Television (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the “Licensed Community”), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of its binding agreement to acquire such Acquired Station, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service |
Competitive Restriction Exception | (b) Future Purchase Orders and delivery will approximate the 15 day delivery schedule (but not the dates), although payment will be made by COMWARE to ITS no later than thirty (30) days after receipt of invoice from ITS. |
Non-Compete | 3.19.2 any combination (whether fixed dose or co-packaged) with one (1) or more other active ingredients of the Product and a Competing Product; |
Non-Compete | In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory. |
Exclusivity | During the first five (5) years of the Term, with respect to the Bulk Vehicle Gel, Intermediate Drug Product and Finished Product, Vericel shall order and purchase such Products exclusively from MediWound in accordance with the terms of this Agreement; provided, however, Vericel may Manufacture or have Manufactured the Products (a) upon the occurrence of a Supply Failure with respect to any Product hereunder, or (b) as otherwise permitted under the terms of the License Agreement or this Agreement. |
Exclusivity | During the Term, Zogenix shall retain and have the sole and exclusive right to supply or have supplied all of Distributors’ and its Affiliates’ and Sub-distributors’ requirements of the Product for sale in the Field in the Territory. |
Exclusivity | If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client. |
Competitive Restriction Exception | The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET. |
Exclusivity | Franchisee also acknowledges that Pretzel Time has granted the Franchise to Franchisee in consideration of and reliance upon Franchisee's agreement to deal exclusively with Pretzel Time. |
Competitive Restriction Exception | (B) the Company may enter into any such agreement or arrangement so long as MBE is given advance written notice of such agreement or arrangement and such agreement or arrangement prohibits the use of the Manifest or any Company Technology to manifest or ship packages for retail customers and provided further that Company terminates service to any such entity that uses the Manifest or any Company Technology to serve retail customers. |
Exclusivity | World Book shall have no right to allow any party other than HSWI, including World Book, to publish, distribute, duplicate, or otherwise use the Reference Content that comprises the Affinities on the Open Free Web for purposes of creating any materials that are the same or similar to the Affinities and published online or in any other free digital media. |
Exclusivity | Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller. |
Non-Compete | Aimmune covenants that it will not research or develop (including Develop) the Antibody itself, including not developing any modification, variant, fragment, progeny or derivatives of such Antibody, in each case, in a way that would produce a molecule that is neither the Antibody nor a molecule that falls within the definition of a Product. |
Non-Compete | The Franchise Agreement contains a covenant not to compete which extends beyond |
Non-Compete | Each of you agrees that for a two-year period after Franchisee ceases to have any interest in any Restaurants or any rights to develop Restaurants, regardless of the reasons such interest ceases or terminates, you will not directly or indirectly on your own account or as an employee, consultant, partner, officer, director, shareholder or member of any person, firm, entity, partnership, corporation or company, own operate, lease franchise, engage in, be connected with, have any interest in, or assist any person or entity engaged in: 1) any restaurant business, 2) any prepared food business, or 3) any other business which sells prepared food products the same or similar as the type sold in our System; which is located at or within a ten (10) mile radius of your former Franchised Restaurant or any Buffalo Wild Wings or bw-3 Restaurant. |
Exclusivity | (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known. |
Exclusivity | In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor. |
Exclusivity | Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period. |
Non-Compete | If Pretzel Time exercises its right of first refusal, Franchisee (and its Owners) agrees that, for a period of twelve (12) months commencing on the date of the closing, neither Franchisee (nor its Owners) shall have any direct or indirect interest (through a member of the immediate families of Franchisee or its Owners of otherwise) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative, or agent or in any other capacity in any Competitive Business located or operating within three (3) miles of the Unit, and/or three (3) miles of any other Pretzel Time Unit. |
Exclusivity | We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. |
Exclusivity | In exchange for the exclusive distribution right and license provided in Section 2 of this Agreement, Distributor hereby agrees during the Term to use its best commercial efforts to promote, advertise and distribute the Products throughout the Territory, including, without limitation, the following: |
Non-Compete | Talent represents and warrants that he has not granted nor will he grant to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Product or in connection with products that are identical or substantially similar to the Product. |
Competitive Restriction Exception | Section 19.3.3 above will not apply to your ownership of less than five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held <omitted> corporation. |
Exclusivity | Party A irrevocably undertakes that, without Party B’s consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B’s business. |
Exclusivity | Neither party will solicit or enter into any agreement with any third party regarding the bundling of the Wireless Products with any other property (including a Fox property) or with any other products and services including preloading, OEM and soft bundling, except as mutually agreed between the parties. |
Exclusivity | During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for #2 fuel oil and high sulfur diesel owned by Charterer or owned by others and in transit for sale to Charterer so long as Owner has the required equipment available. |
Competitive Restriction Exception | The parties expressly agree that CONSULTANT may permit [*****] the use of CONSULTANT’S name and/or likeness in [*****] print and/or television advertisement provided that this is executed in a manner consistent with [*****] past [*****] advertising practice using similarly situated professional golfers with competing golf club endorsement agreements that include [*****]. |
Competitive Restriction Exception | In order to maintain the exclusivity granted hereunder, Zanotti shall provide Aura with orders for a minimum of (i) one thousand (1,000) AETRU Systems during the first twenty-four (24) months of this Agreement and (ii) seven hundred and fifty (750) AETRU Systems per year thereafter for so long as this Agreement remains in effect (the “Minimum Order”). |
Exclusivity | The Driver shall not drive any other race vehicle for any other sponsor than Logan's without prior written notice from SRP to Logan's. |
Exclusivity | Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie: |
Exclusivity | In the event that Zanotti fails to secure purchases amounting to the Minimum Order for any particular period, the exclusive supplier rights granted pursuant to this Article 2 shall become non- exclusive commencing immediately following such period in which the Minimum Order was not achieved and Aura shall have full discretion to purchase or otherwise obtain Product from sources other than Zanotti. |
Exclusivity | Hydraspin hereby appoints Distributor, and Distributor hereby accepts appointment, as Hydraspin’s exclusive distributor of the Products in the Territory during the term of this Agreement, subject to the terms and conditions of this Agreement, including, but not limited to, the satisfaction of the Performance Benchmarks. |
Exclusivity | Notwithstanding anything to the contrary contained herein, the exclusive appointment and license set out in Sections 2(a) and 2(b) shall become non-exclusive if: (i) at any time during the Term hereof, CHT breaches Section 2(d) as determined by arbitration in accordance with Section 19(c) or by a final non-appealable judgment of a court of competent jurisdiction; or (ii) at any time after November 1, 2010 CHT fails to achieve annual revenues of $500,000. |
Non-Compete | Any such agreement |
Non-Compete | Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any “Competitive Business.” |
Exclusivity | Channel Partner accepts iPass as the exclusive provider to Channel Partner for all services of the nature of the Services. In no event may Channel Partner resell or otherwise provide the Service to any third party for purposes of further “down channel” resale of the Services, absent iPass’ notice and consent. |
Non-Compete | Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. |
Non-Compete | VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services. |
Non-Compete | In the event that Distributor terminates this Agreement, then for one year thereafter, Distributor shall not sell, promote, advertise or market in the Territory products which are competitive with the Products. |
Exclusivity | From and after the expiration of this Agreement, Ono shall have the exclusive, fully paid up, royalty- free right to use (i) Product Trademarks assigned to Ono under Section 12.2, and (ii) those Domain Names licensed to Ono under Section 12.6, in each case solely for purposes of, and to the extent necessary, for Ono to continue to Commercialize the Products in the Field in the Ono Territory. |
Non-Compete |
ceases to own an interest in the Operating Company as a result of such transfer shall remain subject to the terms of this Article 7.2 for a period of ten (10) years after the date of such transfer. |
Exclusivity | Following the Immunotherapy Exclusivity Period, FMI shall have the right to work with Third Parties in the field of cancer immunotherapy, and to otherwise commercialize the Immuno-Biomarker Discovery Platform, subject to the Related Agreements. |
Competitive Restriction Exception | Network 1 consents to waive said exclusivity requirement with respect to specific Merchants in the event Network 1 (i) is unable to process for such specific Merchant, and (ii) the declined Merchant is not accepted for processing by a provider that Network 1 designates for specific Merchant's that are declined by Network 1 ("B Bank Source"). |
Exclusivity | For the avoidance of doubt, PFHOF has the exclusive and sole relationship with the NFL, its 32 Member Clubs, NFL Legends and Gold Jackets for any and all PFHOF and HOFV activities; provided, however, that any communication relating to any investment by the NFL in any Village Media Company project, may be made directly through the President of PFHOF or the Chief Executive Officer of HOFV; and, provided further, that the Village Media Company shall have the right to present opportunities related to any of the above for approval by PFHOF. |
Competitive Restriction Exception | The foregoing shall not apply to operation of an El Pollo Loco® restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. |
Exclusivity | Except as may be provided in any Schedule, Customer agrees that, during the Term, Metavante shall be Customer’s sole and exclusive provider of all Services included in Metavante’s Integrated Banking Solution (deposit and loan processing services provided by Metavante as of the Commencement Date). |
Non-Compete | During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC’s prior written consent, except to the extent materially consistent in type and scope with HERC’s operations immediately prior to the date of this IPA. |
Competitive Restriction Exception | CERES will not unreasonably withhold its consent for research programs with respect to GERMPLASM IMPROVEMENT of COLLABORATION CROPS with academic institutions in the European Union under United Kingdom government or European Union funding, provided that (i) IGER will have the exclusive right to use and exploit commercially the results of such research programs obtained by IGER, (ii) no COLLABORATION CROP germplasm will be made available by IGER to any third party for selection, breeding or propagation work, or for genetic transformation of such germplasm, except that IGER may make available germplasm of CERTAIN MISCANTHUS ACCESSIONS for research purposes (including breeding), subject to the terms and conditions under which IGER holds such accessions, and (iii) if requested by CERES, IGER will use reasonable efforts to obtain commercialization rights for CERES on results <omitted> obtained by third parties in such collaborative research programs or breeding activities. |
Exclusivity | Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. |
Exclusivity | HPS agrees to outsource to SHPS, and hereby appoints SHPS as the exclusive provider of, Care Management Services to the Clients, subject to the terms and conditions set forth in this Agreement. |
Exclusivity | Aucta, for itself and its Affiliates, hereby grants to ETON in accordance with the terms and conditions of this Agreement, an exclusive (even as to and against Aucta in the Territory) right and license, including the right to sublicense, to the Products (or any components thereof), Dossiers, and all current and future Aucta Background Intellectual Property that is owned or controlled by Aucta or its Affiliates for ETON to develop, manufacture, import, use, promote, distribute, market, advertise, offer for sale or sell (collectively, “Market”) the Products in and for the Territory. |
Exclusivity | Neither MD Anderson nor Principal Investigator shall seek or accept reimbursement from any third-party payor for any Study items or procedures supplied by or paid for by Adaptimmune under this Agreement. |
Competitive Restriction Exception | However, ENERGOUS is allowed to engage with a Semiconductor Supplier to supply comparable products or product die to a customer if either (i) the customer which has not been engaged with DIALOG with respect to such product or product die notifies ENERGOUS or DIALOG in writing by an authorized officer of the customer that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die; or (ii) if DIALOG has been engaged with the customer, the customer notifies ENERGOUS or DIALOG in writing prior to commencement of the Design-In Phase that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die |
Exclusivity | (i) designing the Commercialization strategy and tactics for the Product, subject to JSC approval of the Commercialization Plan; |
No-Solicit of Customers | KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract |
Competitive Restriction Exception | if IGER would enter into any agreement (or amendment of an existing agreement including without limitation EXISTING AGREEMENTS) after the Effective Date with a not-for-profit third party with respect to research in the field of environmental impact, carbon sequestration, climate change mitigation, agronomy, or compositional or conversion analysis relating to COLLABORATION CROPS, such agreement must provide that (i) IGER will receive the exclusive right (subject to Articles 5.1.2(a) and 5.2) to use and exploit commercially the results obtained pursuant to such agreement for GERMPLASM IMPROVEMENT of COLLABORATION CROPS and (ii) CERES will have access to the results of such research programs to the extent allowed by the relevant agreement between IGER and the third party and IGER will use reasonable efforts to obtain such right for CERES. |
Competitive Restriction Exception | Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates. |
Exclusivity | Except as provided in the next sentence, the license granted herein shall be exclusive. |
Competitive Restriction Exception | Notwithstanding the foregoing, Excite may display Excite Search results links to NetGrocer's Competitors in Excite Search results pages in response to user queries, may display links to NetGrocer's Competitors in Excite's general directory of Web sites and, after giving NetGrocer reasonable advance notice, in search results displayed in "Excite Shopping Service powered by Jango". |
Exclusivity | (ii) undertaking all promotional activities for the Product; |
Competitive Restriction Exception | In any Contract Year in which Schoolpop fails to fund the Guaranteed Minimum, AEIS shall have the right, in its sole discretion, to (a) terminate the Agreement or (b) revoke the exclusivity. |
No-Solicit of Customers | Likewise, You may not target or solicit customers for Products by advertising in other Franchisees respective Exclusive Territories. |
Exclusivity | Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. |
Exclusivity | VerticalNet hereby grants Neoforma an exclusive license, even as to <omitted> VerticalNet, to use, modify, enhance, reproduce, display, perform and transmit the VerticalNet Medical Product Listings, subject to and in accordance with the terms, conditions and provisions of this Agreement, to the extent that VerticalNet has the right to do so. |
Exclusivity |
Logan's uniform/suit in connection with or portraying involvement in NASCAR LMSC racing, whether or not used in product advertising or promotion. |
Non-Disparagement | <omitted>
(ix) disparage or cause to be disparaged the Company or Affiliates thereof, any of its current or former officers, or directors; |
Non-Disparagement | PPG SHANGHAI shall have the right to terminate this Agreement and/or suspend its performance hereunder immediately upon giving notice to DISTRIBUTOR, which termination shall be effective upon receipt of notice, if any one of the following occurs: |
Non-Disparagement | Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party’s reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). |
Non-Disparagement | All Parties agree not to disparage or make derogatory comments, verbal or written, regarding the other Party during the Term of the Agreement, and for one year thereafter. |
Non-Disparagement | In the event that: (a) Company at any time engages in <omitted> other behavior that is materially harming the goodwill or reputation of ACSI or its Affiliates or the ACSI Site; <omitted> the same shall be deemed a material breach of this Agreement which is not susceptible to cure, and ACSI shall be entitled to terminate this Agreement upon written notice to Company. |
Non-Disparagement | Franchisee shall not do anything or suffer anything to be done which may adversely affect any rights of Franchisor in and to any Franchisor Property, or any registrations thereof or which, directly or indirectly, may <omitted> disparage or detract from Franchisor’s reputation. |
Parties | “Company” |
Parties | “Gulf International”) |
Parties | Cool Technologies Inc.. |
Parties-Answer | Loin Biotechnologies, Inc. ("LBIO"); The University of Texas M. D. Anderson Cancer Center ("MD Adnserson"); ("LBIO" and "MD Adnserson" individually referred to as "Party", collectively as the "Parties") |
Parties | “Siemens” |
Parties-Answer | Geno Auriemma (Auriemma); Berkshire Bank (Berkshire)("Party" or "Parties") |
Parties | the “Agent” |
Parties | on behalf of itself and the Buyer affiliates listed on Attachment C (each a "Buyer Affiliate" or “West/A" or collectively, "Buyer Affiliates"). |
Parties | “JRVS” |
Parties | "Company" |
Parties | Clarus IV-D, L.P |
Parties | “Subcontractor” |
Parties | CERENCE INC. |
Parties-Answer | Dundee Securities Ltd.("Lead Agent"); Kes 7 Capital Inc. and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, "Agents" and each individually an "Agent"); Tribute Pharmaceuticals Canada Inc. ("Corporation") |
Parties-Answer | IntriCon Corporation ("IntriCon"); Dynamic Hearing Pty Ltd ("Dynamic Hearing") |
Parties-Answer | Global Music International, Inc. d/b/a Independent Music Network ("IMNTV"); MobileVision Communications, Ltd. ("Distributor") |
Parties | "IBM" |
Parties | “Supplier” |
Parties | Consolidated Artists Inc. |
Parties | ________________________________________ |
Parties | “SutroVax” |
Parties | “Customer” or “you” |
Parties | “MediWound” |
Parties | Cable & Wireless Global Network Limited |
Parties | Skype Communications, S.A. |
Parties-Answer | FibroGen, Inc. ("FG", "FibroGen"); Astellas Pharma Inc. ("Astellas") |