1Exclusivity Clause Samples

The Exclusivity clause establishes that one party agrees not to enter into similar agreements or negotiations with other parties regarding the subject matter of the contract for a specified period. In practice, this means that, for example, a supplier may agree to sell certain products only to a particular distributor, or a service provider may commit to working exclusively with one client in a given market. The core function of this clause is to protect the interests of the party seeking exclusivity by preventing competition and ensuring a dedicated business relationship during the exclusivity term.
1Exclusivity. During the period of [*] after the Effective Date (the “Exclusivity Period”), Gemma will not, and will ensure that its Affiliates and Sublicensees do not (a) [*], or (b) [*], in each case (a) and (b), other than Commercialization of the Licensed Products in accordance with the terms of this Agreement.
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1Exclusivity. Seller shall not, directly or indirectly: (a) solicit, initiate, seek, or support any inquiry, proposal or offer from, (b) furnish any non-public information to, (c) participate in any discussions or negotiations with, or (d) enter into any agreement with, any third party regarding any acquisition of the Property or any interest therein or, during the pendency of this Agreement enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the proposed transaction with the Purchaser.
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1Exclusivity. Developer agrees that, throughout the Term, (a) it shall, and shall cause its Affiliates and its and its Affiliates’ respective directors, officers, general partners, managers, employees, agents, financing sources or advisors (including, without limitation, investment bankers, accountants and legal counsel) (“Representatives”), to immediately cease all existing negotiations, if any, in respect of any Alternative Transaction; (b) it shall not, and shall cause its Affiliates not to, and shall not authorize its and its Affiliates’ respective Representatives to, take any action to, directly or indirectly, initiate, solicit or engage in any negotiations or otherwise knowingly cooperate with or assist or participate in any effort in respect of any Alternative Transaction; and (c) it shall offer, or cause to be offered, each Project in the Development Pipeline to Investor in accordance with this Agreement; provided that nothing herein shall prohibit Developer from submitting or obligate Developer to submit projects not in the Development Pipeline to Investor (clauses (a) through (c) being, collectively, the “Exclusivity Undertaking”).
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1Exclusivity. (a) Other than the Program or any program offered by Bank or an Affiliate of Bank, Company will not (and will cause its Affiliates not to), with respect to any general purpose or private label consumer credit or charge card product or program made available to consumers within the United States (whether or not such product or program is manifested by a physical card or other device), directly or indirectly (including through any arrangement with any non-Affiliate third party that has the purpose or effect of allowing such third party to use the Company Marks in a manner that would violate this Section 6.1(a)): (i) enter into any agreement to provide, or otherwise offer any such product or program that bears, uses or refers to any of the Company Marks; (ii) promote, sponsor, solicit or facilitate the origination or usage of any such product or program; or (iii) issue, award, sell or post any points or other benefits under the Cardholder Loyalty Program for or in consideration of the use of any credit card or credit account (or the opening of any credit card or credit account), regardless of how manifested. (b) In addition, other than the Program or any program offered by Bank or an Affiliate of Bank, Company will not (and will cause its Affiliates not to) enter into any agreement to provide, or otherwise offer, promote, sponsor, solicit, or facilitate the origination or usage of any consumer credit or charge program made available to customers within the United States that includes a promotional credit attribute. (c) The foregoing will not prohibit (i) Company from entering into any arrangement for the offering or promotion of any commercial credit product or any consumer credit product that does not constitute a consumer charge product or an open-end, revolving credit program (e.g., debit cards, gift cards, prepaid cards and stored value cards), regardless of whether or not such payment products bear the Company Marks and regardless of form factor, other than a product that includes a promotional credit attribute; (ii) Company from accepting any credit card, debit card or other payment product or tender type or advertising its acceptance of any such credit card, debit card or other payment product or tender type; (iii) Company’s participation in [***], and provided, that Company will not participate in more than [***]); (iv) Company from placing content on the Company Website [***]; provided that, (x) such content shall not promote [***]; or (v) Company fr...
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1Exclusivity. Subject to the terms and conditions set forth herein, Supplier hereby appoints Distributor as its exclusive wholesale distributor of only those Supplier brands ("Brands") and products of such Brands (the "Products") of Supplier, as set forth on the attached Exhibit A, and grants Distributor the exclusive right to sell the Products within the sales territory as described on the attached Exhibit B (the "Territory"), and Distributor hereby accepts such appointment.
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1Exclusivity. During the period beginning on the Signing Date and ending upon the Effective Date or termination of this Agreement, if later, in accordance with its terms, Bioprojet shall not engage in discussions or negotiations (or provide information to) any Third Party (regardless of whether such Third Party has been contacted by Bioprojet or its representatives before and whether such Third Party has previously engaged in discussions or negotiations with Bioprojet or its representatives), solicit offers or enter into any binding agreement or non-binding term sheet with any Third Party whatsoever regarding the Development, Manufacture Commercialization of the Product(s) in the Harmony Territory that conflicts with this Agreement or is detrimental to Harmony’s interests therein.
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1Exclusivity. Ichnos covenants and agrees, solely on behalf of itself and its Affiliates, that Ichnos and its Affiliates shall not (except in the conduct of activities pursuant to this Agreement), alone or with, for, or through any Third Party, (a) Develop, Commercialize, or otherwise Exploit any product that directly modulates (including through regulation, antagonizing, targeting inhibition, or otherwise) OX40 receptor (CD134) or (b) (sub)license (including granting any option, covenant not to sue, or other like right thereto), authorize, appoint, or otherwise seek to or enable, whether directly or indirectly, any Third Party to conduct any of the activities described in clause (a).
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Related to 1Exclusivity

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • Nonexclusivity This Agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other private or public entities.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • No Exclusivity It is expressly understood and agreed by the parties that this is not an exclusive agreement. Nothing in this Agreement shall be construed as creating any exclusive arrangement with Contractor or as prohibit City from either acquiring similar, equal, or like goods and/or services or from executing additional contracts with other entities or sources.

  • Limited Exclusivity The Sub-Adviser agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as "Environmentally Qualified" or otherwise "Socially Responsible" within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Adviser are not exclusive, and that nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Company (whether or not their investment objectives and policies are similar to those of the Funds) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Adviser's ability to meet its obligations to the Funds hereunder. When the Sub-Adviser recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Adviser recommends the purchase or sale of the same security for the Funds, it is understood that in light of its fiduciary duty to the Funds, such transactions will be executed on a basis that is fair and equitable to the Funds. In connection with purchases or sales of portfolio securities for the account of the Funds, neither the Sub-Adviser nor any of its directors, officers or employees shall act as a principal or agent or receive any commission. If the Sub-Adviser provides any advice to its clients concerning the shares of the Funds, the Sub-Adviser shall act solely as investment counsel for such clients and not in any way on behalf of the Company or the Funds. The Sub-Adviser provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Adviser any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Funds, any security which the Sub-Adviser, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.