Common use of Zip Code Exclusivity Clause in Contracts

Zip Code Exclusivity. During the Term, in the zip codes set forth on Exhibit C (the “Exclusive Zip Codes”), except as set forth in Section 3(c) below or as permitted by Client in writing, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall not permit any person or entity other than Client to offer furniture and related services for sate through the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇”. In the event that Client expands the geographic area in which it operates to include additional zip codes, such zip codes, if not otherwise then presently serviced by another client of ▇▇▇▇▇▇▇▇▇.▇▇▇ (or an entity with which ▇▇▇▇▇▇▇▇▇.▇▇▇ is in active negotiations with respect to the servicing of such additional zip codes), and such other zip codes to which the Parties may agree, and following ▇▇▇▇▇▇▇▇▇.▇▇▇’s receipt of written notice from Client regarding such expansion, may be added to the Exclusive Zip Codes upon the execution of a written amendment hereto. In the event that Client ceases its delivery or service operations in any of the Exclusive Zip Codes, and does not subsequently reconstitute such operations in any such zip code within three (3) months of such cessation, such zip code shall, upon the expiration of such three (3) month period, cease to be an Exclusive Zip Code hereunder. If, at any time ▇▇▇▇▇▇▇▇▇.▇▇▇ has a bona fide desire and actual intent to allow a third party the right to offer furniture for sale through the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇” in the states of Louisiana, Mississippi, Alabama, Georgia, or Florida, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide a written notice to Client stating the zip codes to be offered to the third party. Client shall have a right of first refusal with regard to such zip codes prior to ▇▇▇▇▇▇▇▇▇.▇▇▇ permitting such third party the right to offer furniture for sale the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇” and upon written notice to ▇▇▇▇▇▇▇▇▇.▇▇▇, such zip code shall be added to the Exclusive Zip Codes. If Client exercises its right of first refusal, Client agrees to commence delivery within such zip code within six (6) months following such exercise. If Client waives its right of first refusal, ▇▇▇▇▇▇▇▇▇.▇▇▇ may enter into an arrangement with such third party; provided, however, if ▇▇▇▇▇▇▇▇▇.▇▇▇ fails to enter into an agreement with such third party within six (6) months thereafter. Client will again have the right of first refusal with regard to such zip codes. There shall be no geographic limitation with respect to sales or marketing to Customers through the Client Website. For the purposes of this Agreement, a “Customer” means a person or entity that: (i) browses or purchases Client’s merchandise or services via the ▇▇▇▇▇▇▇▇▇.▇▇▇ Website; and (ii) browses, makes a purchase on or otherwise interacts with the Client Website.

Zip Code Exclusivity. During the Term, in the zip codes set forth on Exhibit C (the “Exclusive Zip Codes”), except as set forth in Section 3(c) below or as permitted by Client in writing, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall not permit any person or entity other than Client to offer furniture and related services for sate sale through the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇”. In the event that Client expands the geographic area in which it operates to include additional zip codes, such zip codes, if not otherwise then presently serviced by another client of ▇▇▇▇▇▇▇▇▇.▇▇▇ (or an entity with which ▇▇▇▇▇▇▇▇▇.▇▇▇ is in active negotiations with respect to the servicing of such additional zip codes), and such other zip codes to which the Parties may agree, and following ▇▇▇▇▇▇▇▇▇.▇▇▇’s receipt of written notice from Client regarding such expansion, may be added to the Exclusive Zip Codes upon the execution of a written amendment hereto. In the event that Client ceases its delivery or service operations in any of the Exclusive Zip Codes, and does not subsequently reconstitute such operations in any such zip code within three (3) months of such cessation, such zip code shall, upon the expiration of such three (3) month period, cease to be an Exclusive Zip Code hereunder. If, at any time ▇▇▇▇▇▇▇▇▇.▇▇▇ has a bona fide desire and actual intent to allow a third party the right to offer furniture for sale through the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇” in the states of Louisiana, Mississippi, Alabama, Georgia, or Florida, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide a written notice to Client stating the zip codes to be offered to the third party. Client shall have a right of first refusal with regard to such zip codes prior to ▇▇▇▇▇▇▇▇▇.▇▇▇ permitting such third party the right to offer furniture for sale the domain name and website “▇▇▇▇▇▇▇▇▇.▇▇▇” and upon written notice to ▇▇▇▇▇▇▇▇▇.▇▇▇, such zip code shall be added to the Exclusive Zip Codes. If Client exercises its right of first refusal, Client agrees to commence delivery within such zip code within six (6) months following such exercise. If Client waives its right of first refusal, ▇▇▇▇▇▇▇▇▇.▇▇▇ may enter into an arrangement with such third party; provided, however, if ▇▇▇▇▇▇▇▇▇.▇▇▇ fails to enter into an agreement with such third party within six (6) months thereafter. , Client will again have the right of first refusal with regard to such zip codes. There shall be no geographic limitation with respect to sales or marketing to Customers through the Client Website. For the purposes of this Agreement, a “Customer” means a person or entity that: (i) browses or purchases Client’s merchandise or services via the ▇▇▇▇▇▇▇▇▇.▇▇▇ Website; and (ii) browses, makes a purchase on or otherwise interacts with the Client Website.