Common use of Non-Circumvention Covenants Clause in Contracts

Non-Circumvention Covenants. (a) In the course of business between the Agent and the Dealer, the Agent will learn the identity of and gain access to certain clientele, agents and sources of projects of the Dealer, and the Dealer will likewise learn the identity of and gain access to certain clientele, agents and contacts of the Agent. In consideration of the agreement of each party to make certain business opportunities and contacts available to the other party and to work together in evaluating and carrying out business opportunities, the Agent agrees to preserve the integrity of the proprietary relationship between the Dealer and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the Agent, and the Dealer agrees to preserve the integrity of the proprietary relationship between the Agent and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the Dealer. (b) The Agent agrees not to contact or otherwise communicate with any clients or contacts of the Dealer (including but not limited to banks, financing sources, broker-dealers, marketing or sales entities, developers or others) with whom the Agent does not have a pre-existing relationship, without the prior knowledge and approval of the Dealer as appropriate, nor shall any business transactions be conducted by the Agent with any clients or contacts of the Dealer without appropriate compensation arrangements to the Dealer being agreed upon in advance. The Agent further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. The Dealer agrees not to contact or otherwise communicate with any clients or contacts of the Agent, with whom the Dealer did not have a pre-existing relationship, without the prior knowledge and approval of the Agent as appropriate, nor shall any business transactions be conducted by the Dealer with any clients or contacts of the Agent without appropriate compensation arrangements to the Agent being agreed upon in advance. The Dealer further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. (c) All parties agree that they will not utilize any third party to make any contacts or disclosures that would violate the intent of this provision. The non-circumvention covenants set forth herein shall apply to past and any future business dealings between the parties hereto and is not limited to dealings with the Company. The covenants shall stand for a period of three years from the date of execution of this contract and are to be applied to any and all transactions/proposals submitted to the Agent by the Dealer or to the Dealer by the Agent, and regardless of the success of any such project.

Non-Circumvention Covenants. (a) In the course of business between the Agent Dealer Manager and the DealerCompany, the Agent Dealer Manager will learn the identity of and gain access to certain clientele, agents and sources of projects of the DealerCompany, and the Dealer Company will likewise learn the identity of and gain access to certain clientele, agents and contacts of the AgentDealer Manager. In consideration of the agreement of each party to make certain business opportunities and contacts available to the other party and to work together in evaluating and carrying out business opportunities, the Agent Dealer Manager agrees to preserve the integrity of the proprietary relationship between the Dealer Company and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the AgentDealer Manager, and the Dealer Company agrees to preserve the integrity of the proprietary relationship between the Agent Dealer Manager and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the DealerCompany. (b) The Agent Dealer Manager agrees not to contact or otherwise communicate with any clients or contacts of the Dealer Company (including but not limited to banks, financing sources, broker-dealers, marketing or sales entities, developers or others) with whom the Agent Dealer Manager does not have a pre-existing relationship, without the prior knowledge and approval of the Dealer Company as appropriate, nor shall any business transactions be conducted by the Agent Dealer Manager with any clients or contacts of the Dealer Company without appropriate compensation arrangements to the Dealer Company being agreed upon in advance. The Agent Dealer Manager further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. The Dealer Company agrees not to contact or otherwise communicate with any clients or contacts of the Agent, with whom the Dealer did not have a pre-existing relationshipManager, without the prior knowledge and approval of the Agent Dealer Manager as appropriate, nor shall any business transactions be conducted by the Dealer Company with any clients or contacts of the Agent Dealer Manager without appropriate compensation arrangements to the Agent Dealer Manager being agreed upon in advance. The Dealer Company further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. (c) All parties agree that they will not utilize any third party to make any contacts or disclosures that would violate the intent of this provision. The non-circumvention covenants set forth herein shall apply to past and any future business dealings between the parties hereto and is not limited to dealings with the Company. The covenants shall stand for a period of three years from the date of execution of this contract and are to be applied to any and all transactions/proposals submitted to the Agent Dealer Manager by the Company or to the Company by the Dealer or to the Dealer by the AgentManager, and regardless of the success of any such project.

Non-Circumvention Covenants. (a) In the course of business between the Agent Dealer Manager and the DealerCompany, the Agent Dealer Manager will learn the identity of and gain access to certain clientele, agents and sources of projects of the DealerCompany, and the Dealer Company will likewise learn the identity of and gain access to certain clientele, agents and contacts of the AgentDealer Manager. In consideration of the agreement of each party to make certain business opportunities and contacts available to the other party and to work together in evaluating and carrying out business opportunities, the Agent Dealer Manager agrees to preserve the integrity of the proprietary relationship between the Dealer Company and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the AgentDealer Manager, and the Dealer Company agrees to preserve the integrity of the proprietary relationship between the Agent Dealer Manager and each of its respective clientele, agents, employees, project sources, or contacts in general that may become known to the DealerCompany. (b) The Agent Dealer Manager agrees not to contact or otherwise communicate with any clients or contacts of the Dealer Company (including but not limited to banks, financing sources, broker-dealers, marketing or sales entities, developers or others) with whom the Agent Dealer Manager does not have a pre-existing relationship, without the prior knowledge and approval of the Dealer Company as appropriate, nor shall any business transactions be conducted by the Agent Dealer Manager with any clients or contacts of the Dealer Company without appropriate compensation arrangements to the Dealer Company being agreed upon in advance. The Agent Dealer Manager further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. The Dealer Company agrees not to contact or otherwise communicate with any clients or contacts of the AgentDealer Manager, with whom the Dealer Company did not have a pre-existing relationship, without the prior knowledge and approval of the Agent Dealer Manager as appropriate, nor shall any business transactions be conducted by the Dealer Company with any clients or contacts of the Agent Dealer Manager without appropriate compensation arrangements to the Agent Dealer Manager being agreed upon in advance. The Dealer Company further agrees that the non-circumvention covenants set out herein shall apply equally to its agents, employees, directors, officers and affiliates. (c) All parties agree that they will not utilize any third party to make any contacts or disclosures that would violate the intent of this provision. The non-circumvention covenants set forth herein shall apply to past and any future business dealings between the parties hereto and is not limited to dealings with the Company. The covenants shall stand for a period of three years from the date of execution of this contract and are to be applied to any and all transactions/proposals submitted to the Agent Dealer Manager by the Company or to the Company by the Dealer or to the Dealer by the AgentManager, and regardless of the success of any such project.