Exclusivity; Non-Competition. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that during the Term he will not engage in any business activities that are competitive with the business activities of the Company or any of its divisions, subsidiaries or affiliates.
Exclusivity; Non-Competition. During the term of this Agreement, except for limited manufacturing and sales of RBX Products and Products in accordance with Sections 3(b) and 3(c) and except for the manufacturing, marketing, distribution and sales of New Products or raw materials used in the manufacture thereof to the extent permitted under Section 3(g), RBX shall not, directly or indirectly, alone, through any of its affiliates or any Business Acquired by RBX, or together with or on behalf of any other Person, including as a shareholder, member, manager, partner, owner, joint venturer, licensor (or sublicensor), licensee (or sublicensee), investor, lender, agent, representative or consultant of, for or to another Person, (a) engage in manufacturing of any Products (or any products competitive with the Products) in or for the Markets (it being agreed by the parties that all existing and future RBX opportunities for Product and competitive product sales in the Markets shall be manufactured exclusively by Nomaco except as otherwise provided in Sections 3(b), 3(c) and 3(g)); (b) market, distribute, sell or promote any Products (or any products competitive with the Products) in or for the Markets other than Products manufactured by Nomaco pursuant to this Agreement; (c) market, distribute, sell or promote polyethylene products, or other raw materials, to any Person whom RBX has reason to know intends to use, or to distribute or sell to any other Person whom RBX has reason to know intends to use, such polyethylene products or other raw materials in the manufacture of Products (or any products competitive with the Products) in or for the Markets; or (d) market, distribute, sell or promote any extruders or other equipment used in the manufacture of Products, to any other Person from the date hereof until January 1, 2003, and thereafter to any Person whom RBX has reason to know intends to use, or to distribute or sell to any other Person whom RBX has reason to know intends to use, such extruders or other equipment in the manufacture of Products (or any products competitive with the Products) in or for the Markets. During the term of this Agreement, except for the manufacturing, marketing, distribution and sales of New Products or raw materials used in the manufacture thereof to the extent permitted under Section 3(g), Nomaco shall not, directly or indirectly, alone, through any of its affiliates or any Business Acquired by Nomaco, or together with or on behalf of any other Person, including as ...
Exclusivity; Non-Competition. Executive acknowledges that (a) his employment by Fender (which for purposes of Sections 12, 13 and 14 shall mean Fender, its subsidiaries and affiliates) is of a special, personally unique, artistic, unusual, extraordinary and intellectual character, and (b) the nature of Executive’s services, position and expertise is such that he is capable of competing with Fender from nearly any location in the world. Executive further acknowledges that his employment hereunder will, throughout the Employment Period, bring him into close contact with many confidential affairs of Fender, including without limitation information about costs, profits, customers, markets, sales, products, key personnel, pricing policies, operational methods, trade secrets and other business affairs and methods and other information not readily available to the public, and plans for further development (“Confidential Information”). In recognition of the considerations described in the foregoing provisions of this Section 12 and in the preamble to this Agreement, Executive covenants and agrees that, during the Employment Period, and thereafter for the longer of (i) any period after termination of the Employment Period during or for which Executive receives payments, compensation and/or severance pay from Fender, or (ii) twelve (12) months, he will not, in the United States of America, or in any state or other country in which Fender is engaged in any Competitive Business (as defined in the last sentence of this Section 12), directly or indirectly: (i) enter into the employ of or render any services to any person, firm or corporation engaged in any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) induce, for Executive or any other person or entity, any present or future employee of Fender to leave the employ of Fender and/or seek or accept employment with Executive or with any other person or firm engaged in a Competitive Business; provided, however, that nothing contained in this Section 12 shall be deemed to prohibit Executive from acquiring, solely as an investment through market purchases, securities of such a corporation engaged in any Competitive Business which are registered under Sections 12(b) or 12(g) of the Securities Exchange...
Exclusivity; Non-Competition. (a) During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser’s name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser’s performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser’s participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser’s performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.
(b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser’s duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser’s non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.
(c) [*]
Exclusivity; Non-Competition. 19.1 At any time during the Term when Nevro is obligated to purchase or otherwise purchases one hundred percent (100%) of its requirements for Products in the Field of Use from CCC in accordance with the Minimum Purchase Requirements, and as long as Nevro satisfies the Minimum Purchase Requirements (but if Nevro purchases such one hundred percent (100%) during Contract Year 1, and Nevro notifies CCC that Nevro intends to invoke the exclusivity requirements under this Section 19.1, then the Minimum Purchase Requirements for Contract Year 1 will equal [***] IPG Products in order to trigger such exclusivity requirements, and if Nevro purchases such one hundred percent (100%) during Contract Year 2, and Nevro notifies CCC that Nevro intends to invoke the exclusivity requirements under this Section 19.1, then the Minimum Purchase Requirements for Contract Year 2 will equal [***] IPG Products in order to trigger such exclusivity requirements, CCC agrees that it shall not, and shall cause any entity then-affiliated with CCC (including Greatbatch Ltd. and its affiliates) through their distributors, resellers or agents of any type or nature or otherwise, develop, manufacture, market, distribute or sell any complete medical devices (i.e., any devices that require regulatory approval) within the Field of Use, except to Nevro; provided that CCC and any such then-affiliated entities may continue developing, manufacturing, marketing, distributing and selling any such complete medical device (and any improvements thereto) that CCC or such then- affiliated entity was developing, manufacturing, marketing, distributing and selling at the time the restriction described in this Section 19.1 became effective.
19.2 Nothing in this Agreement shall limit a Party’s rights and remedies for the enforcement of such Party’s Intellectual Property against the other Party or any entity affiliated with the other Party.
Exclusivity; Non-Competition. [***], ADDEX and OMP and their respective Affiliates shall not conduct, have conducted or fund any research or development activities directed at [***], except as permitted under this Agreement.
Exclusivity; Non-Competition. 3.5.1 Until the expiration of the Royalty Term in each country in the Territory, neither AEGIS nor any of its Affiliates shall, directly or indirectly engage in any activities or participate in any business or otherwise compete with OPIANT (including without limitation by developing, researching, manufacturing, selling, offering for sale, licensing, offering for license, covenant not to sue a third party, agreeing to sell or license, divesting or transferring rights, including without limitation any AEGIS Technology, to any third party) anywhere in the Territory with respect to the Exploitation of any therapeutic containing a Compound or derivative or active metabolite of a Compound without the prior written consent of OPIANT.
3.5.2 Each of the Parties recognizes that the restrictions contained in, and the terms of, this Section 3.5 are properly required for the adequate protection of the license set forth in Section 3.1 and OPIANT’s rights under this License Agreement, and agree that if any provision in this Section 3.5 is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable.
Exclusivity; Non-Competition. Practitioner acknowledges that Metagenics is in the business of developing its own website and of providing associated services on a commercial basis and that, accordingly, Metagenics has developed, and will continue to develop, webpages for other parties whom Practitioner may consider competitive to Practitioner’s business. Practitioner agrees that Metagenics shall continue to be free to develop webpages for other clients. Metagenics shall not share with its other clients any identifiable data pertaining to Practitioner’s Webpage.
Exclusivity; Non-Competition. Dealer acknowledges and agrees that its compliance with Sections 2, 6 and 8 is essential to this Agreement and necessary to protect the business and good will of ABT. Any breach of Sections 2, 6 or 8 hereof will cause irreparable harm and continuing damage to ABT, for which money damages may not provide adequate relief. Dealer understands and agrees that ABT's services include certain key elements (the "Key Elements") which include: (i) electronic transmission of customer purchase or lease requests; (ii) rapid response by Dealer to customers (including immediate telephone contact with up-front, firm pricing provided over the telephone); (iii) proper transmission to customers of the required Dealer Information and adherence to Customer Service Standards, as stated above; (iv) customer purchase or lease documentation completed or nearly completed prior to customer's arrival at the dealership for pickup so as to ensure the customer spends as little time as possible at the dealership; and (v) continued Dealer training and support to implement and maintain ABT's style and quality of services. The parties agree that ABT's services are restricted solely to use by Dealer and its designated key employee(s) and other duly authorized ABT Dealers. Dealer agrees it will not compete with ABT in providing for its own benefit the services contemplated in this Agreement, its Appendices and/or Amendments. Nothing in this section shall prohibit Dealer from establishing and maintaining its own Internet web site and/or participating in any factory direct program involving the Internet, World Wide Web online or other electronic means. Similarly, Dealer is not prohibited from establishing for its own internal use, business plans, policies or procedures that involve some or all of the "Key Elements."
Exclusivity; Non-Competition. 19.1 CCC agrees that it shall not, directly or indirectly, through its affiliated companies, distributors, resellers or agents of any type or nature or otherwise, develop, manufacture, market, distribute or sell any products that utilize any Resulting Property, the “Resulting Property” as defined under the Engineering Agreement, or any Intellectual Property gained directly or indirectly from Nevro during the performance of this Agreement or the Engineering Agreement unless specifically authorized in writing by Nevro.
19.2 If Nevro issues forecasts for Product in 2012 for quantities greater or equal to [***] IPG units, or [***] IPG units per year thereafter, and provided that Nevro takes delivery of at least [***] IPG units in 2012 and [***] IPG units thereafter, CCC agrees that it shall not, at any time during such years, directly or indirectly, through its affiliated companies, distributors, resellers or agents of any type or nature or otherwise, develop, manufacture, market, distribute or sell any High Frequency Neurostimulator.
