Exclusivity Protection Clause Samples

The Exclusivity Protection clause establishes that one party is granted exclusive rights to a particular product, service, or business relationship, preventing the other party from engaging in similar agreements with competitors. In practice, this means that for a defined period and within a specified territory or market, the protected party is the sole provider or recipient of the relevant goods or services. This clause is essential for safeguarding competitive advantage and investment, as it ensures that the party receiving exclusivity can operate without risk of direct competition from the other party during the exclusivity term.
Exclusivity Protection. For the Term of this Agreement Glottech agrees that it will neither license, sublicense nor lease the Technology to any third party for use within the Territory without first obtaining satisfactory covenants and representation from such third parties that it (i) will abstain from using the Technology for the purposes of Mining, and (ii) does not hold and will not apply to any authority within the Territory for a permit, lease, license, sub- license or similar instrument or authorization required for the conduct of Mining in the Territory. Notwithstanding the foregoing, upon advance written notice by Glottech, Glottech may license, sublicense or lease the Technology to a third party for direct use within the Exclusive Field of Use, provided that Glottech agrees to pay LEXG the Royalties and Compensation set forth in Section 5.
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Exclusivity Protection. Subject to the conditions, obligations, requirements, provisions and terms of this Casino Operating Contract, this Casino Operating Contract is exclusive as to land-based gaming in the Parish of Orleans as more particularly set forth in R.S. 27:241(H) as in effect January 1, 1997 and Section 1.3(b) - "Violations Generally." Except as otherwise permitted in this Section 1.3 - "Exclusive Contract," no other land-based gaming facility shall be contracted or licensed in the Parish of Orleans during the term of this Casino Operating Contract or any renewal or extensions hereof.
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Exclusivity Protection. In consideration of the cost of this Option and the expenses that Buyer has incurred and will incur in connection with the proposed transaction, Adial agrees that during the Option Term neither Adial nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (collectively, the “Adial Group”) will accept any offer from any person or group of persons to acquire or license any of the Assets (an “Acquisition Proposal”), with the exception of Buyer and its affiliates pursuant to this Option Agreement, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Acquisition upon Option Exercise. Notwithstanding the foregoing, Seller may enter into contingent agreements with any party as determined in its sole and final discretion, provided the contingency is the expiration of the Option Term, as may be extended, without the Option Exercise being timely received by Buyer. All substantive outreaches to third parties by either party related to soliciting an Acquisition Proposal will be coordinated with the other party in order to prevent duplication of or conflicts in their respective efforts and relevant information will be shared between the parties.
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Related to Exclusivity Protection

  • PATENT PROTECTION 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if any, fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures and other matters in the course of patent prosecution and maintenance. YALE will not finally abandon any patent application for which LICENSEE is bearing expenses without LICENSEE’s consent. In making its decisions regarding patent matters YALE shall (1) give due regard to the advice of its patent counsel, (2) instruct its patent counsel to consider any advice offered by LICENSEE’s patent counsel, if any, and (3) conduct such preparation, prosecution and maintenance of patent applications and patents in a manner that is commercially reasonable and with a view to assisting LICENSEE in complying with its obligations under this AGREEMENT and to facilitate LICENSEE’s ability to commercialize PRODUCTS IN CLASS and/or LICENSED METHODS for which royalties will be payable by LICENSEE under Section 6.1. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions taken in compliance with this AGREEMENT in connection with such patent prosecution. 10.6. LICENSEE shall ▇▇▇▇, and shall require SUBLICENSEES to ▇▇▇▇, all LICENSED PRODUCTS with the numbers of all patents included in LICENSED PATENTS that cover the PRODUCTS IN CLASS. Without limiting the foregoing, all PRODUCTS IN CLASS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such PRODUCTS IN CLASS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.

  • ▇▇▇▇ Protection 1With respect to the Parties' rights and obligations under this Framework Agreement, the Parties agree that the Authority is the Data Controller and that the Supplier is the Data Processor.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • Liability Protection Whenever an action or proceeding for damages is filed against any Bargaining Unit employee arising from his/her act or omission while performing his/her official duties, such employee(s) may request that the Attorney General defend the action or proceeding at the expense of the state. If the Attorney General determines that the employee was acting in good faith and within the course of his or her official duties, the Attorney General will defend the employee. If the body presiding over the action determines that the employee was acting within the scope of his or her official duties and enters a judgment against the employee, the judgment will be satisfied by the state.

  • Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.