Limitations on Exclusivity Sample Clauses
The "Limitations on Exclusivity" clause defines the boundaries and conditions under which exclusivity rights granted in an agreement are restricted or qualified. Typically, this clause clarifies that any exclusivity provided to a party does not extend to certain products, services, territories, or time periods, or may be subject to exceptions such as pre-existing relationships or regulatory requirements. By setting these limitations, the clause ensures that exclusivity does not unduly hinder either party’s ability to conduct business outside the agreed scope, thereby balancing interests and preventing unreasonable restrictions.
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Limitations on Exclusivity. Notwithstanding any provision of this Agreement to the contrary, the grants from Primus to Distributor contained in Section 2.1 and this Section 2.2 shall not be deemed to prohibit:
(i) the sub-licensing of the Software to an end user located within the Territory by a Person located outside the Territory, provided that: (a) such Person is authorized by Primus to license Software to its own Affiliates, and the End User located in the Territory is an Affiliate of such Person, (b) such Person is offering Software in combination with other products on an OEM or VAR basis as an authorized distributor of Primus, or (c) the end user is a Web Access Customer;
(ii) an End User's providing a Person located outside the Territory with access to the server portions of the Software, provided that: (a) the server on which the server portions of the Software are installed is under the custody and control of the End User, and (b) such Person is either (x) an Affiliate of the End User and is bound by the terms of the End User's License Agreement, or (y) is a Web Access Customer of the End User;
(iii) the promotion and marketing of the Software via the Internet and on the World Wide Web by Primus or any licensor, licensee or sub-licensee of Primus.
Limitations on Exclusivity. In the event Licensee is unwilling or unable to meet the minimum payment requirements imposed by Section 3, Licensor shall have the additional right, upon ten (10) days’ written notice to the Licensee, to consider the license non-Exclusive and available for other licensees who compete in the dairy functional beverage product category.
Limitations on Exclusivity. The licenses granted under Sections 4.1.1.1, 4.1.1.2 and 4.1.1.3 are subject to the following limitations:
(a) [****]. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
(b) U.S. Government Rights. The U.S. federal government retains rights in the Licensed Patent Rights pursuant to 35 USC §§ 200-212, 37 CFR § 401 et seq. and applicable governmental implementing regulations, and any right granted in this Agreement greater than that permitted under 35 USC §§ 200-212 or 37 CFR § 401 et seq. shall be subject to modification as may be required to conform to the provisions of those statutes.
(c) [****].
(i) [****].
(ii) [****].
(iii) [****].
(iv) [****].
(v) [****].
Limitations on Exclusivity. The exclusivity of the license granted by Conformis under Section 2.1(a) shall be subject to the following: (i) Conformis’ rights to perform its obligations and exercise its rights under the Development Agreement and the Distribution Agreement and (ii) any non-exclusive licenses granted by Conformis to Third Parties prior to the Effective Date.
Limitations on Exclusivity. In the event Licensee materially breaches or fails to perform any provisions of this Agreement, including without limitation a material breach of any of the payment and royalty provisions, and such material breach or failure continues for a period of thirty (30) days after written notice thereof is provided by Licensor, then, in addition to all other rights and remedies under this Agreement and otherwise available at law, Licensor shall have the right, at its option, to declare the license granted in Section 2.1 to be nonexclusive whereupon such license shall be nonexclusive. In such event, and without limiting any other Licensor rights and remedies, Licensor shall have the right to grant to any person(s) or entity(ies) the right and license to make, have made, use, offer for sale and sell the Product in the Territory, and to do the foregoing itself. If there occurs any other or additional material breach or failure of Licensee to perform its duties under this Agreement within twelve (12) months after the date of the initial material breach or failure to perform (excluding any cure period) or at any time thereafter if the initial material breach or failure to perform remains uncured, all rights granted to Licensee by Licensor under this Agreement (including without limitation all Patent Rights and Product and Licensed Technology rights) shall terminate, become null and void, and shall revert in their entirety to Licensor.
Limitations on Exclusivity. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
(a) As used in Sections 4.1 and 4.2, a license that is “exclusive except as to” the granting Party means that the Party granting the license shall not grant any other entity (other than its Affiliates) any license under such intellectual property rights with the right to practice within the licensed field, but that otherwise such Party retains all its rights of ownership in such licensed rights, including without limitation the right to practice such property rights, subject only to the license granted.
(b) With respect to the Onyx Patents and Onyx Know-How that Onyx Controls pursuant to that certain Technology Transfer Agreement between Onyx and Chiron Corporation dated April 24, 1992, as amended (the “Chiron Agreement”), the exclusive licenses granted to Miles and its Affiliates by Onyx under such Onyx rights pursuant to this Article 4 shall be exclusive or co-exclusive only to the extent Onyx holds exclusive or co-exclusive rights under the Chiron Agreement.
Limitations on Exclusivity. (A) This terms of Section 3(a) shall not apply to: [XXX] [Confidential treatment requested for redacted portions of document]
(B) [XXX]
Limitations on Exclusivity. Except as provided below, the license of Licensed Technology granted under paragraph 2.1 shall be exclusive in the Territory to the extent that the Licensed Technology can be used only in relation to the manufacture, use and sale of Products.
(i) The license shall be non-exclusive to the extent that rights granted to Lanxide K.K. under the Lanxide K.K. License in the future are non-exclusive.
(ii) The license shall be non-exclusive to the extent required by Government Regulations.
(iii) The license shall be subject to the rights, now or in the future, of authorized users of the Licensed Technology outside the Territory to import into the Territory Products which are incorporated in Systems assembled outside the Territory and which Systems are then imported into the Territory.
(iv) The licenses shall be subject to the rights, now or in the future, of authorized users of the Licensed Technology outside the Territory to import into the Territory Products for repair of Systems assembled outside the Territory and previously imported into the Territory.
Limitations on Exclusivity. As a matter of clarification, the exclusivity provisions of Section 2.1 do not apply to: (i) existing or future CSW wholly owned or franchised CSW retail storefronts (for clarification purposes, retail storefronts do not include stores within stores); (ii) CSW wholly owned catalog sales distribution channels; (iii) existing or future CSW wholly owned and operated Internet sites; PROVIDED, HOWEVER, CSW cannot distribute to users accessing CSW s Internet site via any third party Internet site; (iv) CSW s current obligations under the agreement in effect as of the Effective Date with IBM (the "IBM AGREEMENT"), with respect to the Model 25 IBM Aptiva subwoofer product; and (v)
Limitations on Exclusivity. In the event Licensee breaches or fails to perform any provision of this Agreement, including without limitation any of the payment and royalty provisions, then, in addition to all other rights and remedies provided hereunder, at law or in equity, KOOP shall have the right to declare the licenses granted hereunder to be nonexclusive; provided that, in the event of such a declaration, all of the other terms and conditions of this Agreement shall remain in full force and effect. In such event, KOOP shall have the right to grant to any person or entity the right and license to produce, sell and distribute the Products in the Territory and to use the KOOP Marks and the Proprietary Information in connection with the production, distribution or sale of the Products in the Territory, and to do the foregoing itself.