Common use of Conflicts of Interest and Exclusivity Clause in Contracts

Conflicts of Interest and Exclusivity. Section 11.1. The services provided by the Consultant under this Agreement are not exclusive. None of the services to be provided under this Agreement nor any other matter shall give rise to any fiduciary or equitable duties which would prevent or hinder the Consultant, its Affiliates or their respective directors, officers, employees and agents (each an “Interested Party”) from providing services to or entering into transactions with other parties. An Interested Party may, without prior notice to or consent of the Company or its Affiliates, recommend, effect or enter into transactions or provide services on behalf of other clients (whether or not similar to the services provided under this Agreement) where an Interested Party has, directly or indirectly, a material interest or a relationship with another person which may involve a conflict with the Consultant’s duty to the Company or its Affiliates. Section 11.2. The Consultant shall take reasonable steps to ensure fair treatment for the Company or its Affiliates, and shall, on a best efforts basis, make efforts so that any such transactions that are effected by the Company or its Affiliates are effected on terms which are not materially less favorable to the Company or its Affiliates than if the potential conflict had not existed. However, neither the Consultant, its Affiliates nor any other Interested Party shall be liable to the Company or its Affiliates for any profit, commission or remuneration made or received from or by reason of such transactions or any related transactions. The Consultant hereby notifies the Company and its Affiliates, and the Company on its behalf and on behalf of its Affiliates hereby acknowledges, that such potential conflicting interests or duties may arise as a result of, among other things: (a) an Interested Party undertaking investment or other business for other clients; (b) Certain directors and officers of the Company and IIS also being managing directors of the Consultant; (c) the Consultant, in performing its duties under this Agreement, brokering an agreement or arrangement between the Company or its Affiliates with another Interested Party; or (d) the Consultant acting as agent for the Company or its Affiliates in relation to transactions effected by the Company or its Affiliates in which the Consultant is also acting as agent for the account of other clients or Interested Parties.