Other Business Commitments Clause Samples
Other Business Commitments. 8.1 The Ambassador may enter into agreements with other persons for the provision of services provided that:
8.1.1 clause 1.4.2 is complied with, and
8.1.2 such services do not conflict with the Ambassador’s obligations under this agreement and do not
8.2 Where a conflict of interest is either reasonably foreseeable or arises in the course of services being provided to any other person, the Ambassador will inform C.F.L of the circumstances at the earliest practicable time to enable the potential or actual conflict to be addressed and resolved.
Other Business Commitments. (a) Excluding existing relationships with its clients and except as otherwise provided in Section 7.3(c), DST agrees that it shall not, without the approval of the Executive Committee (as outlined in 7.3(c) below), provide use of DST’s TA 2000 System TM if the effect of such action is to place the acquirer of such service and/or system into competition with Boston Financial or its wholly owned subsidiary, National Financial Data Services, Inc. (“NFDS”), in the business of providing mutual fund transfer agency, recordkeeping, shareholder and related services.
(b) Excluding existing relationships with its clients, State Street agrees that neither it nor the Bank shall, without the approval of the Executive Committee (as outlined in 7.3(c) below), engage in any business (directly or through partnerships joint ventures or other contractual arrangements) in the United States which would cause any of them to directly compete with Boston Financial or NFDS in the business of providing mutual fund transfer agency, recordkeeping, shareholder and related services.
(c) It is the intention of the parties whenever possible to direct all opportunities to provide full service transfer agency, recordkeeping and shareholder services (“full service”) to Boston Financial and DST agrees not to expand its full service business in a manner to compete directly with Boston Financial. Notwithstanding the provisions of 7.3:
(i) In the event a client of Boston Financial asks DST to quote remote user or full service fees, DST shall secure approval of the Executive Committee prior to making the quote for such services.
(ii) In the event a third party, which is neither an existing client of Boston Financial nor an existing client of DST, asks DST to quote full service fees, DST shall secure approval of the Executive Committee prior to making the quote for such services.
(iii) In the event a third party asks State Street to provide full service transfer agency, recordkeeping and shareholder services, State Street shall secure approval of the Executive Committee prior to making the quote for such services.
(iv) In the event a remote service client of DST asks DST to quote full service fees, DST agrees to discuss the opportunity with Boston Financial and whenever reasonably possible to direct such client’s full service work to Boston Financial. Whenever Executive Committee approval is required under this Section 7.3 for DST or State Street to provide services to a third party, and such app...