Common use of Exclusivity; Non-Compete Clause in Contracts

Exclusivity; Non-Compete. 3.1 The Parties acknowledge and agree that the obligation to collaborate on an exclusive basis, to the extent set forth herein, is limited to Eligible Projects; provided, however, that: (a) In the event a Secondary Bidding Party competes with the Primary Bidding Party with respect to an Eligible Project for any reason, whether such competition is permitted under or in breach of this Agreement, then upon the Primary Bidding Party’s election, the country in which such Eligible Project is located shall not thereafter be considered an Eligible Country (i) for any Complementary Services Procurement Process conducted in such country, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, and (ii) for the purposes of Section 3.4; (b) In the event (i) a Party has an obligation under Section 3.4 not to compete in a given country with the other Party in the provision of Complementary Services and (ii) that the non-compete obligation is found to be invalid or unenforceable by the applicable governing authority of such country, such jurisdiction shall not thereafter be considered an Eligible Country with respect to either Party (A) for any Complementary Services Procurement Process conducted by either Party in such jurisdiction, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, and (B) the provisions of Sections 3.4 (a), (b) and (c) shall not apply to either Party; (c) In the event a Primary Bidding Party is not obligated to solicit bids from the other Party as a Secondary Bidding Party under this Agreement (as set out in Section 1.4) with respect to an Eligible Project, the Primary Bidding Party may proceed with respect to such Eligible Project, but the Secondary Bidding Party shall not proceed with respect to such Eligible Project; (d) In the event a Party notifies the other that the notifying Party does not intend to proceed with respect to an Eligible Project (as set out in Section 1.5), the Party so notified may proceed with respect to such Eligible Project but the notifying Party shall not proceed with respect to such Eligible Project; and (e) In the event a Primary Bidding Party is in breach of its obligations set forth in Section 1 with respect to such Eligible Project, the other Party may proceed with respect to such Eligible Project to the extent permitted under Section 3.4, without prejudice to its rights under this agreement or otherwise. 3.2 Except as expressly provided otherwise in this Agreement, nothing herein shall preclude any Party or its parent or Affiliates from engaging in any business or purchasing any property of any kind whatsoever.

Exclusivity; Non-Compete. 3.1 The Parties acknowledge and agree that the obligation to collaborate on an exclusive basis, to the extent set forth herein, is limited to Eligible Projects; provided, however, that: (a) In the event a Secondary Bidding Party competes with the Primary Bidding Party with respect to an Eligible Project for any reason, whether such competition is permitted under or in breach of this Agreement, then upon the Primary Bidding Party’s election, the country in which such Eligible Project is located shall not thereafter be considered an Eligible Country (i) for any Complementary Services Procurement Process conducted in such country, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, Parties and (ii) for the purposes of Section 3.4; (b) In the event (i) a Party has an obligation under Section 3.4 not to compete in a given country with the other Party in the provision of Complementary Services and (ii) that the non-compete obligation is found to be invalid or unenforceable by the applicable governing authority of such country, such jurisdiction shall not thereafter be considered an Eligible Country with respect to either Party (A) for any Complementary Services Procurement Process conducted by either Party in such jurisdiction, regardless of whether such procurement process is in progress as of, or commences after, the first date of such competition between the Parties, Parties and (B) and the provisions of Sections 3.4 (a), (b) and (c) shall not apply to either Party; (c) In the event a Primary Bidding Party is not obligated to solicit bids from the other Party as a Secondary Bidding Party under this Agreement (as set out in Section 1.4) with respect to an Eligible Project, the Primary Bidding Party may proceed with respect to such Eligible Project, but the Secondary Bidding Party shall not proceed with respect to such Eligible Project; (d) In the event a Party notifies the other that the notifying Party does not intend to proceed with respect to an Eligible Project (as set out in Section 1.5), the Party so notified may proceed with respect to such Eligible Project but the notifying Party shall not proceed with respect to such Eligible Project; and (e) In the event a Primary Bidding Party is in breach of its obligations set forth in Section 1 with respect to such Eligible Project, the other Party may proceed with respect to such Eligible Project to the extent permitted under Section 3.4, without prejudice to its rights under this agreement or otherwise. 3.2 Except as expressly provided otherwise in this Agreement, nothing herein shall preclude any Party or its parent or Affiliates from engaging in any business or purchasing any property of any kind whatsoever.