Common use of Grant of Exclusivity Clause in Contracts

Grant of Exclusivity. From the effective date until Termination Date (as defined below), Customer shall have the exclusive right to resell the Courseware Titles to Educational Institutions. In the event that Customer elects the Renewal Option in accordance with Section 10 hereof, then Customer shall have the exclusive right to resell the Courseware Titles to Educational Institutions through January 31, 2008. Except as expressly set forth herein, neither (i) Prosoft and its agents, affiliates and employees, nor (ii) any other third party, (the parties referred to in clauses (i) and (ii) being referred to herein as the "Restricted Parties"), shall sell or distribute the Courseware Titles to any Educational Institution during the Exclusivity Period. Prosoft, at its sole cost and expense, shall take all necessary measures and actions (including the prosecution of lawsuits and injunctions with the proper courts) to insure that no Restricted Parties shall sell or distribute the courseware Titles to any Educational Institution during the Exclusivity Period. For purposes hereof, the term "EI TRAINING EVENT" shall include, but not necessarily be limited to, seminars, instructor led training, distance learning, and the like, that any of the Restricted Parties deliver to any Educational Institution. Notwithstanding anything to the contrary contained herein, the Courseware Titles may be sold or distributed by the Restricted Parties to any Educational Institution in connection with an EI Training Event during the Exclusivity Period, provided that Prosoft pays to Customer a sublicense fee (a) in the case where Prosoft directly sells any EI Training Event to any Educational Institution, 25 percent of the invoiced revenue (not including instructor travel expenses, room rental charges, equipment rental charges and other costs not associated with instruction and content (such excluded costs being referred to as "Excluded Costs")) for such EI Training Event; (b) in the case where a third party sells any EI Training Event to any Educational Institution on behalf of Prosoft, 30% of the fee (not including Excluded Costs) that Prosoft receives from such third party; (c) in the case where a third party sells a single seat for an EI Training Event to a student associated with any Educational Institution, 3 percent of the revenue received by Prosoft (not including Excluded Costs) arising from such student's participation in such EI Training Event; and (d) in the case where Prosoft sells any Courseware Titles or any Kits to any Educational Institution where such a sale is not related to an EI Training Event, 75 percent of the invoiced revenue relating to such sale, provided that Customer shall have given Prosoft its prior written approval of the terms and conditions of such sale prior to the consummation thereof. With respect to any amounts owing by Prosoft to Customer in connection with clauses (a) through (d) above, such amounts shall be considered "Net Receipts" for purposes of this Agreement, and Prosoft shall provide Customer with quarterly written reports describing the EI Training Events that have occurred and the amounts owing Customer for the three-month periods ending January 31, April 30, July 31 and October 31 (the "Prosoft Quarter-End Dates") during the term of this Agreement. Such written reports, and the payments owing by Prosoft for such quarters, shall be delivered to Customer within 30 days of each of the Prosoft Quarter-End Dates."

Grant of Exclusivity. From the effective date until Termination Date December 31, 1999 (as defined belowthe "Exclusivity Period), Customer shall have the exclusive right to resell the Courseware Titles to Educational Institutions. In the event that Customer elects the Renewal Option in accordance with Section 10 hereof, then Customer shall have the exclusive right to resell the Courseware Titles to Educational Institutions through January 31, 2008Federal Government. Except as expressly set forth herein, neither (i) Prosoft and its agents, affiliates and employees, nor (ii) any other third party, (the parties referred to in clauses (i) and (ii) being referred to herein as the "Restricted Parties"), shall sell or distribute the Courseware Titles to any Educational Institution the Federal Government during the Exclusivity Period. Prosoft, at its sole cost and expense, shall take all necessary measures and actions (including the prosecution of lawsuits and injunctions with the proper courts) to insure that no Restricted Parties shall sell or distribute the courseware Titles to any Educational Institution the Federal Government during the Exclusivity Period. For purposes hereof, the term "EI GOVERNMENT TRAINING EVENT" shall include, but not necessarily be limited to, seminars, instructor led training, distance learning, and the like, that any of the Restricted Parties deliver to any Educational Institutionthe Federal Government. Notwithstanding anything to the contrary contained herein, the Courseware Titles may be sold or distributed by the Restricted Parties to any Educational Institution the Federal Government in connection with an EI Government Training Event Events during the Exclusivity Period, provided that Prosoft pays pay to Customer a sublicense fee fee as follows: (a) in the case where Prosoft directly sells any EI Government Training Event to any Educational Institutionthe Federal Government, 25 percent of the invoiced revenue (not including instructor travel expenses, room rental charges, equipment rental charges and other costs not associated with instruction and content (such excluded costs being referred to as "Excluded Costs")) for such EI Government Training Event; (b) in the case where a third party sells any EI Government Training Event to any Educational Institution the Federal Government on behalf of Prosoft, 30% of the fee (not including Excluded Costs) that Prosoft receives from such third party; (c) in the case where a third party sells a single seat for an EI a Government Training Event to a student associated with any Educational Institutionthe Federal Government, 3 percent of the revenue received by Prosoft (not including Excluded Costs) received by Prosoft arising from such student's participation in such EI Government Training Event; and (d) in the case where Prosoft sells any Courseware Titles or any Kits to any Educational Institution the Federal Government where such a sale is not related to an EI a Government Training Event, 75 percent of the invoiced revenue relating to such sale, provided that Customer shall have given Prosoft its prior written approval of the terms and conditions of such sale prior to the consummation thereof. With respect to any amounts owing by Prosoft to Customer in connection with clauses (a) through (d) above, such amounts shall be considered "Net Receipts" for purposes of this Agreement, and Prosoft shall provide Customer with quarterly written reports describing the EI Government Training Events that have occurred and the amounts owing Customer for the three-month periods ending January 31, April 30, July 31 and October 31 (the "Prosoft Quarter-End Dates") during the term of this Agreement. Such written reports, and the payments owing by Prosoft for such quarters, shall be delivered to Customer within 30 days of each of the Prosoft Quarter-End Dates."