No Extra-Territorial Sales Sample Clauses

No Extra-Territorial Sales. Distributor acknowledges that the labeling laws, trademark and copyright laws, product specification requirements, and advertising requirements of foreign countries may be different from U.S. laws, ExxonMobil and/or its Affiliates have production and contractual obligations with parties in foreign countries that they must honor, and that certain U.S. laws may apply outside the U.S., e.g., laws dealing with exports and imports and laws relating to trade sanctions. Therefore, Distributor agrees to distribute Products and Supply Products and provide any authorized Branded Technical Services only in the Territory and only as identified by the ExxonMobil Proprietary Marks and to purchase Supply Products only from ExxonMobil or its Affiliates or designees. Distributor will neither solicit nor accept orders for Products and Supply Products from, or provide Branded Technical Services to, customers located outside of the Territory through any means, including advertising, internet, and other platforms of electronic commerce. Distributor will not establish a sales office, a warehouse or a distribution center outside the Territory for the Products and Supply Products. Distributor agrees that it will keep ExxonMobil advised of all inquiries or orders for Products and Supply Products or requests for Branded Technical Services from present or potential customers located outside the Territory, as well as for Products and Supply Products intended to be sold outside the Territory. Distributor will take reasonable steps to prevent diversion of Products and Supply Products outside the Territory by other parties that may purchase Products and Supply Products from Distributor. If Distributor suspects, either before or after the transaction takes place, that a transaction may be in violation of this clause, Distributor agrees to promptly notify ExxonMobil. Distributor and ExxonMobil agree that resolution of disputes, controversies or claims arising under this Section ‎8.8 is not limited by the provisions of Section ‎17.12 hereof, relating to claims, dispute resolution, and arbitration. Indemnification for violation of this requirement is provided in ‎Article XIV of this Agreement.
Sample 1
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Related to No Extra-Territorial Sales

  • TERRITORIAL SCOPE This Agreement shall apply, on the one hand, to the territory of Switzerland and, on the other hand, to the territories in which the Treaty establishing the European Community is applicable and under the conditions laid down by that Treaty.

  • Territorial application This Agreement shall apply, on the one hand, to the territories in which the Treaty establishing the European Community is applied, and under the conditions laid down in that Treaty and, on the other hand, to the territory of the United States.

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Net Sales The term “

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Field The term “

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