Covenant Not to Enforce Clause Samples

A Covenant Not to Enforce is a contractual provision in which one party agrees not to pursue legal action or enforce certain rights against the other party. In practice, this clause may apply to intellectual property rights, such as patents or copyrights, where the holder agrees not to sue for infringement under specified circumstances or for a defined period. The core function of this clause is to provide assurance and reduce legal risk for the other party, fostering cooperation or settlement by preventing future litigation over the specified rights.
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Covenant Not to Enforce. To the extent Novartis creates, conceives of or reduces to practice during the Term any improvements to the Novartis Technology relating to BEZ235 or its use (“BEZ235 Technology Improvements”), Novartis agrees that it will not take action against resTORbio to enforce its intellectual property rights in BEZ235 Technology Improvements in connection with resTORbio Development and Commercialization of Products and Compounds in the Field.
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Covenant Not to Enforce. In partial consideration for the rights and obligations contained herein, ImmunoGen and its Affiliates agrees not to enforce against Debiopharm, its Affiliates or, Sublicensees any Licensed Patent Rights which Debiopharm or its Affiliates may infringe in practicing the license granted in Section 2.1.
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Covenant Not to Enforce. Seller agrees not to enforce any non-competition, no conflict or other similar non-compete provision that would otherwise restrict any Transferred Employee or any consultant engaged to provide services to the Division from becoming employees of Buyer, as contemplated herein, or from continuing to be engaged to provide services to the Division as transferred to Buyer hereunder, as the case may be, in any Contract or other agreement or arrangement in place as of or before the Closing (a) to which any Transferred Employee is a party or (b) relating to any Acquired Asset, Assumed Liability or to the Division, including without limitation, any Assumed Contract, and any consulting agreement or other arrangement. Notwithstanding the foregoing, Seller shall be entitled to enforce any duty or obligation of non-disclosure or confidentiality any such Transferred Employee or consultant owes to Seller with respect any Seller Confidential Information that is not related to the Acquired Assets, Assumed Liabilities or the Division.
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Covenant Not to Enforce. During the term of this Agreement, Elan and its Affiliates will not enforce any intellectual property rights they own or Control, or support an action of a Third Party to enforce any such intellectual property rights, that would block, prevent or frustrate commercialization of the Product or any Product Improvement by Enzon, its Affiliates or their sublicensees in the Territory. During the term of this Agreement, Enzon and its Affiliates will not enforce any intellectual property rights they own or Control in relation to the Product, or any Product Improvement transferred to Enzon under the Asset Purchase Agreement, or support an action of a Third Party to enforce any such intellectual property rights, that would block, prevent or frustrate commercialization of the Product or any Elan Improvements by Elan, its Affiliates or their sublicensees outside of the Territory, or the manufacture of the Product within the Territory solely for sale by Elan, its Affiliates or their sublicensees outside of the Territory. For purposes of clarity, nothing in this Section 2.03 shall apply to Patent Rights or Know-How of a Third Party that is either licensed to or purchased by, but not issued to, a party or its Affiliates after the Effective Date or that is owned or Controlled by a Third Party who, after the Effective Date, acquires or merges with the ultimate parent entity of either party.
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Related to Covenant Not to Enforce

  • Covenant Not to ▇▇▇ Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to S▇▇ The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Compete (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non- Competition Area"); and (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (A) the banking or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment, in the case of a voluntary termination without Good Reason; or (iii) in all other cases, the date of Executive's termination of employment.

  • Covenant Not to Disclose (A) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Employment Agreement, Executive has not and will not at any time or in any manner, make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, Customer lists, employee lists, records, plans, data programs, software, or other written, printed or otherwise recorded material of any kind whatsoever, belonging to or in the possession of Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, or which is related in any manner to the past, present or prospective business of Employer. Executive shall have no right, title or interest in any such material. Executive agrees that, except in the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of Employer remove any such material without prior written consent or other proper authorization from any premises of Employer or any applicable Affiliate thereof, and that Executive will surrender all such material to Employer immediately upon the termination of Executive’s employment or at any time prior to termination upon request of Employer, respectively. (B) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Agreement, or with the prior written consent of Employer, Executive will not at any time, whether during or after Executive’s employment with Employer, use, publish, or otherwise disclose for Executive’s own benefit or purpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Executive hereby acknowledges that the Confidential and/or Proprietary Information and materials are commercially and competitively valuable to Employer, and are vital to the success of Employer’s business at all locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to protect its legitimate interest in its confidential information; and that the restrictions set forth in this Agreement are reasonably necessary in order to protect Employer’s legitimate interest in its Confidential and/or Proprietary Information. (C) Executive acknowledges and agrees that this covenant shall have full force and effect through the Term of this Agreement and shall remain in effect indefinitely after the Term of this Agreement. (D) Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement: (i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing trade secrets under seal; and (b) does not disclose trade secrets, except pursuant to court order.

  • WAIVER NOT A LIMITATION TO ENFORCE 24.1 The Promoter may, at its sole option and discretion, without prejudice to its rights as set out in this Agreement, waive the breach by the Allottee in not making payments as per the Payment Plan [Annexure C] including waiving the payment of interest for delayed payment. It is made clear and so agreed by the Allottee that exercise of discretion by the Promoter in the case of one Allottee shall not be construed to be a precedent and /or binding on the Promoter to exercise such discretion in the case of other Allottees. 24.2 Failure on the part of the Parties to enforce at any time or for any period of time the provisions hereof shall not be construed to be a waiver of any provisions or of the right thereafter to enforce each and every provision.