Common use of Exceptions to Exclusivity Clause in Contracts

Exceptions to Exclusivity. A. Special distribution opportunities may arise within the Store Development Area that may or may not be available to you. Examples include hospitals, train stations, airports, entertainment and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue such special distribution opportunities inside your Store Development Area, but during the term of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop do not count toward the number of Restaurants you are required to develop under this Agreement, and the IFF is in addition to the IFF required under this Agreement. In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we reserve the right to approve the relocation of each Restaurant within its trade area. Further, this Agreement only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Dunkin’ Donuts name or trademarks. We retain the complete right to distribute Dunkin’ Donuts products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ Donuts-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Restaurant inside a supermarket). B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA’s Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA’s Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.

Exceptions to Exclusivity. A. Special distribution opportunities During the Term (as hereinafter defined), Carrington will not directly or indirectly sell Products to ▇▇▇ ▇▇▇▇▇t in the Territory, except that: (a) Carrington may arise within the Store Development Area that may or may not be available continue to you. Examples include hospitals, train stations, airports, entertainment sell Products by direct sale to purch▇▇▇▇▇ ▇▇▇ are natural persons and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue who order such special distribution opportunities inside your Store Development Area, but during the term quantities of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop Products which do not count toward suggest an intent to resell Products. (b) Carrington will not assign the number of Restaurants you are required existing contracts listed on Exh▇▇▇▇ ▇. ▇arrington will continue to develop under honor its obligations to supply ▇▇▇▇▇▇▇▇ ▇▇▇▇r such contracts through this Agreement. Medline and Carrington will jointly manage and service the accounts which ▇▇▇ ▇▇▇ subject of such contracts. It is the intent of the parties that Medline receive the same economic benefits and undertake substantially the same obligations from the sale of Products under such contracts as if such contracts had been assigned to Medline, and without any compensation to Carrington for jointly managing the IFF is in addition account. Without limi▇▇▇▇ ▇▇▇ generality of the preceding sentence, if such accounts are not billed by Medline, Medline will nevertheless receive compensation equivalent to the IFF required gross margins it would have received had it acted as distributor hereunder for such accounts in the form of credits against amounts due to Carrington from Medline under this Agreement. In additionFor all Products ▇▇▇▇ ▇▇ ▇▇dline after the Effective Date, Medline will be responsible for any distributor rebates and contract administration fees under such contracts, either by directly paying same or adjustment of the credits provided for in the preceding sentence of this Section 1.2(b), as appropriate. (c) For the avoidance of doubt, the exclusive distribution rights granted by Carrington to Medline hereunder do not limit the sale of any pro▇▇▇▇, ▇▇▇▇r than the Products, by Carrington to the oral care, nutriceutical, veterinary or consum▇▇ ▇▇▇▇▇▇▇s markets. (d) It is the intent of this Agreement that Medline be the exclusive distributor of all Carrington dermal management products to the Market in the ▇▇▇▇▇▇▇▇▇. Accordingly, if there Carrington develops enhancements of any Product or new derm▇▇ ▇▇▇▇▇▇▇ent products that it reasonably believes are Restaurants operated by other franchisees suitable for sale to the Market in the Store Development AreaTerritory, then we reserve the right to approve the relocation of each Restaurant within its trade area. Further, Carrington will make such enhancements or new products available t▇ ▇▇▇▇▇▇▇ for distribution under this Agreement only grants rights as additions to or substitutions for existing Products. If Medline wishes to distribute such enhancements of any Product or new dermal management products, it will notify Carrington within 90 days of notification from Carrington of th▇ ▇▇▇▇▇▇▇▇ent or new product. If Medline does ▇▇▇ ▇▇▇▇ to distribute such Product enhancement or new dermal management product, Carrington may sell, or appoint one or more distributors to ▇▇▇▇, ▇▇▇h Product enhancements or new dermal management products to the operation of Restaurants. You have no other rights to Market in the use, enjoyment or benefit of Territory so long as they are not sold under the Dunkin’ Donuts name or trademarks. We retain the complete right to distribute Dunkin’ Donuts products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ Donuts-trademarked products in a hotel room, an office or a supermarket Trademarks (as distinguished from a Restaurant inside a supermarket)hereinafter defined) and no such enhancement or new Product competes with an existing Product. B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA’s Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA’s Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.

Exceptions to Exclusivity. A. Special distribution opportunities may arise within the Store Development Area that may or may not be available to you. Examples include hospitals, train stations, airports, entertainment and sports complexes, convention centers, casinos and resorts, limited-access highway food facilities, military facilities, schools and colleges, office or factory food service facilities, gas/convenience stores, department stores and “big box” super stores, mobile units, off-site sales accounts, supermarkets and home improvement retailers. We retain the right to pursue such special distribution opportunities inside your Store Development Area, but during the term of this Agreement we will offer you the first opportunity to become our franchisee for those opportunities provided that you are in compliance with all material provisions of your agreements with our affiliates and us, you meet the Criteria to Expand, and the party that controls the opportunity permits us to do so. You will have fifteen (15) days to accept the offer in writing. Except as provided in 6.B, special distribution opportunities that you develop do not count toward the number of Restaurants you are required to develop under this Agreement, and the IFF is in addition to the IFF required under this Agreement. In addition, if there are Restaurants operated by other franchisees in the Store Development Area, then we reserve the right to approve the relocation of each Restaurant within its trade area. Further, this Agreement only grants rights as to the operation of Restaurants. You have no other rights to the use, enjoyment or benefit of the Dunkin’ Donuts ▇▇▇▇▇▇-▇▇▇▇▇▇▇ name or trademarks. We retain the complete right to distribute Dunkin’ Donuts ▇▇▇▇▇▇-▇▇▇▇▇▇▇ products and services of every kind and nature through any other channels of distribution. This includes, without limitation, the distribution and use or sale of Dunkin’ Donuts▇▇▇▇▇▇-trademarked ▇▇▇▇▇▇▇-trademarked products in a hotel room, an office or a supermarket (as distinguished from a Restaurant inside a supermarket). B. Although gas/convenience locations are expressly excluded from this Store Development Agreement (“SDA”), if you propose and we approve a Restaurant in a gas/convenience location within the Store Development Area, we will consider the development of such location to satisfy one of the Restaurants you are required to develop pursuant to the SDA’s Development Schedule, provided that: (a) we determine the proposal will result in a Restaurant that meets certain minimum then-current menu and design criteria and that opens by the applicable Required Opening Date in the SDA; and (b) Initial Franchise Fees applicable under the SDA’s Development Schedule are applied or paid regardless of the length of lease term (and any corresponding franchise term) you secure.