Exclusivity Limitations Clause Samples
The Exclusivity Limitations clause defines the boundaries and conditions under which exclusivity obligations apply between the parties. Typically, it specifies situations where exclusivity does not apply, such as pre-existing relationships, certain product lines, or specific geographic regions. By clarifying these exceptions, the clause ensures that both parties understand the scope of their commitments and prevents misunderstandings or disputes over what activities are permitted outside the exclusive arrangement.
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Exclusivity Limitations. The exclusivity granted to HTI in this Section 2(g) is not intended to restrict DCC in, and shall not limit or interfere with, its reasonable fulfillment of, the existing and future agreements, relationships and program participations of DCC that are listed in Exhibit I-1 (collectively the “Existing Telematics Agreements and Programs”); provided, however, that no amendment or modification to the Existing Telematics Agreements and Programs (other than any amendment or modification to a program if such modification does not require the consent of DCC) shall expand the limitations with respect to HTI’s exclusivity rights that exist under, or as a result of, such Existing Telematics Agreements and Programs as of the date hereof. If DCC or its Affiliate enters into an agreement with a third-party pursuant to the last paragraph of Section 2(f)(iv) (an “Additional Excluded Telematics Agreement”), DCC and HTI shall add such Additional Excluded Telematics Agreement to Exhibit I-2. ***. Furthermore, notwithstanding anything in Section 2(g) to the contrary, if HTI fails to offer to DCC or its Affiliate, as applicable, within the time period specified in Sections 2(f)(ii) or 2(f)(iii) to provide the Additional Service or WiMax Service on terms as are described in such Sections, DCC or its Affiliate, as applicable, may thereafter enter into non-exclusive or exclusive relationships with one or more third parties for such third parties to provide the Additional Service or WiMax Service that HTI failed to offer to provide; provided, however, that such exclusivity shall not extend beyond such Additional Service or WiMax Service, as applicable. ***.
Exclusivity Limitations. The exclusivity granted to HTI in this Section 2(i) is not intended to restrict MBUSA in, and shall not limit or interfere with its reasonable fulfillment of, the existing and future agreements, relationships and program participations of MBUSA or its Affiliates that are listed in Exhibit I (collectively the “Existing Telematics Agreements and Programs”); provided, however, that no amendment or modification to the Existing Telematics Agreements and Programs (other than any amendment or modification to a program if such modification does not require the consent of MBUSA) shall expand the limitations with respect to HTI’s exclusivity rights that exist under, or as a result of, such Existing Telematics Agreements and Programs as of the date hereof. If MBUSA enters into an agreement with a third-party to provide an Additional Service or WiMax Service in compliance with Section 2(h) (an “Additional Excluded Telematics Agreement”) and such agreement provides for such third-party to provide such Additional Service or WiMax Service on an exclusive basis (whether partially exclusive or fully exclusive), MBUSA and HTI shall add such Additional Excluded Telematics Agreements to Exhibit I; provided, however, that such exclusivity shall not extend beyond such Additional Service or WiMax Service, as applicable. ***.
Exclusivity Limitations. 5.1.1 So long as Akcea is using Commercially Reasonable Efforts to Develop and Commercialize the applicable Product, except in the performance of its obligations or exercise of its rights under this Agreement and except as set forth in Section 5.1.2, Isis nor Akcea, nor their respective Affiliates and, with respect to Akcea, Akcea’s Sublicensees, will work independently or for or with any Third Party (including the grant of any license to any Third Party) with respect to (a) the discovery, research, or development of an ASO that is designed to bind to a Lipid Target; and (b) on a country-by-country basis, commercializing an ASO that is designed to bind to a Lipid Target until Akcea ceases to commercialize a Product designed to bind such Lipid Target in such country, or termination of this Agreement.
5.1.2 Notwithstanding anything to the contrary in this Agreement, Isis’ practice of the following will not violate Section 5.1.1:
(a) any activities pursuant to the Prior Agreements as in effect on the Effective Date; and
(b) the granting of, or performance of obligations under, Permitted Licenses.
Exclusivity Limitations. As long as Distributor is the exclusive distributor in the Territory, Accuray agrees not to sell the Products to any Customer inside the Territory, and will make every effort to ensure that no other distributor sells the Products in the Territory. Distributor agrees not to sell the Products to any Customer outside the Territory and acknowledges that Accuray will directly manage all distribution and sales in other territories, including the Excluded Territories.
Exclusivity Limitations. Notwithstanding Distributor's exclusive appointment, Transmeta reserves the right at any time to offer, license and sell any Transmeta Products, directly or indirectly, with no obligation to pay compensation to Distributor (i) to original equipment manufacturers, wherever located, who may in turn distribute Transmeta Products in the Territory, and (ii) to the customers identified in Exhibit C.
Exclusivity Limitations