Exclusive Relationship. USER shall not offer or sell a product or service with the same or similar services as those provided within the COMPANY Program with another entity other than COMPANY in its offices where the COMPANY Product is provided pursuant to this Agreement.
Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer acknowledges and agrees that the Franchisor would be unable to protect its Confidential Information and would be unable to encourage a free exchange of ideas and information among area marketers and the Franchisor if area marketers were permitted to hold interests in any Competitive Business, as defined below. The Marketer therefore agrees that, during the term hereof, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners or equivalents who participate in the management of the Marketer, nor the Marketer's spouse or Principal Owner, if applicable, shall:
a. have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be defined as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with the Franchisor) from the sale of packaging and mailing products or services;
b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business;
c. perform services as a director, officer, manager, employee, consultant, representative, agent or the equivalent for a Competitive Business; or
d. divert or attempt to divert any business related to, or any customer or account of, the Marketer's Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstanding.
Exclusive Relationship. The parties acknowledge and agree that Impax will obtain access to Confidential Information of Medicis with respect to the Original Products and any development work relating to the New Product, all of which may provide Impax with a competitive advantage. Accordingly, during the term of this Agreement and for XXXXX thereafter (unless this Agreement is terminated on account of Medicis’ uncured material breach of its payment obligations under this Agreement), Impax shall not, and nor shall Impax directly or indirectly encourage or assist any Third Party to, develop and/or commercialize any product that contains XXXXX; provided, however, that such restriction shall not apply to XXXXX.
Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES if franchised owners of KRISPY KREME STORES were permitted to hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that we have granted the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement, neither you nor any of your owners (nor any of your or your owners' spouses or children) will:
(1) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business, located or operating:
(a) within 25 miles of the STORE;
(b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or
(c) within the United States of America;
(2) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business, wherever located or operating; or
(3) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months without obtaining the prior written permission of that person's employer. If we permit you to hire any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as of the date of hire. The term "Competitive Business" as used in this Agreement means any business operating, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnuts, any other types of customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption or resale and such sales comprise five percent (5%) or more of such business' revenues (other than a KRISPY KREME STORE operated under a franchise agreement with us). The restrictions of this Section will not be applicable to the ownership of publicly traded ownership interests that constitute less than three percent (3%) of a class of ownership interests issued and outstanding.
Exclusive Relationship. Except for the three (3) "
Exclusive Relationship. During the term of this Agreement, neither RenaGel LLC, GelTex nor Genzyme, nor any of their respective Affiliates shall independently, or with a Third Party, conduct research regarding, or engage in the manufacture, marketing, sale or distribution of, products in the Field and in the Territory other than as part of the Program. In addition, during the two-year period following termination of this Agreement, neither (a) the breaching Party or its Affiliates in the case of termination pursuant to Section 13.2.1 hereof, (b) Genzyme or its Affiliates in the case of termination pursuant to Section 13.2.2 hereof, (c) the terminating Party and its Affiliates in the case of termination pursuant to Section 13.2.3 hereof or (d) the non-terminating Party and its Affiliates in the case of termination pursuant to Sections 13.2.4 and 13.2.5 hereof shall independently, or with a Third Party, conduct research regarding, or engage in the manufacture, marketing, sale or distribution of, products in the Field in the Territory; provided, however, that in the event that this Agreement is terminated pursuant to Section 13.2.3 and the non-terminating Party does not exercise its option under Section 13.3.3(a), then the restrictions set forth in this sentence shall not apply.
Exclusive Relationship. 9.1 During the term of this Agreement the parties shall work exclusively with one another for Compound delivery by MTS.
9.2 In the event that RADIUS elects to further develop the Product developed by 3M hereunder for commercialization, 3M shall have the exclusive right to further develop and manufacture Product for RADIUS and/or RADIUS licensees at a reasonable, good faith price, consistent with customary drug supply pricing and such other terms and conditions as are reasonable and customary in the commercial supply of pharmaceutical compounds. Any such development and supply agreements shall be negotiated in good faith between the parties. 3M’s pricing for commercial supply of Product to RADIUS and/or RADIUS licensees will depend, among other things, on such factors as the components used, packaging, formulation, sales volume, and other costs that are not known at this time. 3M shall make its election with respect to further development and commercial manufacture/supply upon request by RADIUS at any time following completion of Phase I clinical testing of Product, and if 3M elects to further develop and manufacture/supply Product, 3M and RADIUS shall promptly negotiate in good faith the terms of a formal “Commercial Supply Agreement” within 6 months of the start of Phase II clinical testing.
9.3 Neither RADIUS nor 3M has any obligation under this Agreement to proceed beyond the Workplan.
Exclusive Relationship. 20.1 Franchisee acknowledges and agrees that Franchisor would be unable to (a) protect the Confidential Information against unauthorized use or disclosure; (b) preserve the prestige, integrity, and goodwill of the Products, Marks, and System; or (c) encourage the free exchange of ideas and information among Krispy Kreme Stores and Commissary Facilities if franchisees and owners of Krispy Kreme Stores and Commissary Facilities or their owners were permitted to engage in or benefit from certain competitive activities. Franchisee also acknowledges that Franchisor has granted the franchise rights to Franchisee in consideration of and reliance on Franchisee’s agreement that Franchisee and its Owners will deal exclusively with Franchisor. Therefore, except as expressly authorized by this Agreement or another written agreement with Franchisor, Franchisee agrees that during the term of this Agreement, without Franchisor’s prior written consent, neither Franchisee, nor any other Restricted Person will:
(i) have any Ownership Interest in a Competitive Business;
(ii) perform services as a director, officer, manager, partner, or supervisory or management-level employee, of any Competitive Business;
(iii) perform services as an employee, consultant, representative, agent or otherwise for a Competitive Business, where such services (A) are substantially similar to those provided to Franchisor or Franchisor Affiliates by Franchisee or the respective Restricted Person; or (B) create a relationship between Franchisee or the Restricted Person and such Competitive Business in which Franchisee or the Restricted Person could be reasonably expected to benefit, either directly or indirectly, whether financially or otherwise, from the disclosure of any material Confidential Information to such Competitive Business;
(iv) recruit or hire any Person who is Franchisor’s employee or the employee of any Krispy Kreme Store or Commissary Facility, or who has been Franchisor’s employee or the employee of any Krispy Kreme Store or Commissary Facility within the past six (6) months without obtaining prior written permission from Franchisor and that Person’s employer. If Franchisor permits Franchisee to hire any such Person, then Xxxxxxxxxx agrees to pay Franchisor a non-refundable Management Development Fee in the amount of Twenty-Five Thousand Dollars ($25,000) per hired employee as of the date of hire; or
(v) induce or attempt to induce any Person who is Franchisor’s employee or the emplo...
Exclusive Relationship. 8 2.05.01 SIGNAL .................................................. 8 2.05.02
Exclusive Relationship. During the term of this Agreement, Fiscal Sponsor will serve as the exclusive fiscal sponsor for the Project, meaning no other entity may hold assets or incur liabilities on behalf of the Project, engage in Project activity, or represent the Project as its own program.
