Common use of Scope of Business Clause in Contracts

Scope of Business. (a) The Products will be marketed by and offered by the Members through the Company. Members will provide Company all leads on new marketing and sales opportunities for Products. If the Company elects, in writing, not to proceed with the lead, the individual Member who initiates the lead may go forward to unilaterally develop such lead. Any Member may deliver written notice to the Company requesting whether a Product not then offered by the Company will be offered by the Company and the Company shall have 90 days to respond to such Member. In the event that within such 90-day time period the Members Committee is unable to determine that such Product will be offered by the Company then the Members hereby agree that such Product may be offered on a non-exclusive basis by the notifying Member, or any other Member, or any of their Affiliates as well as by the Company. The Members agree that this Agreement will not prevent any Member from marketing any products or services that do not constitute Products at any time, or from marketing Products after the last day of the fifteenth (15) calendar month commencing with the first month after the month in which such Member has transferred its entire Membership Interest (other than to an Affiliate) and ceased to be a Member of the Company or withdrawn from the Company. Subject to the foregoing, the Members agree that they will not enter into any other new agreement to provide any of the Products with any other party. (b) No Subsidiary or Affiliate of a Member shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company; and neither the Company nor any Member (or any Subsidiary or Affiliate of such Member) shall have any right by virtue of this Agreement in or to, or to be offered any opportunity to participate or invest in, any venture engaged or to be engaged in by any other Member (or any Subsidiary or Affiliate of such Member) or any right of this Agreement in or to any income or profits derived therefrom.

Scope of Business. (a) The Members expect that the Products and most new products and services being developed by Pacific Enterprises, Enova and their respective subsidiaries will be marketed by the Company and that, other than as set forth on Schedule 14.01, all new products and services of Enova and Pacific Enterprises that are to be marketed on an unregulated basis will be offered by the Members through the Company. The Members will provide Company all leads on new marketing and sales opportunities for Products. If Committee shall determine what products or services shall be offered through the Company elects, in writing, not to proceed with the lead, the individual Member who initiates the lead may go forward to unilaterally develop such leador one or more of its subsidiaries. Any Member may deliver written notice to the Company requesting whether a Product product or service not then offered by the Company will be offered by the Company and the Company shall have 90 30 days to respond to such Member. In the event that within such 9030-day time period the Members Committee is unable to determine that such Product product or service will be offered by the Company then the Enova Members and the Pacific Enterprises Members hereby agree that such Product product or service shall not be deemed to constitute a "Product" and may be offered on a non-exclusive basis in the Marketing Region by the notifying MemberEnova Members, or any other Member, the Pacific Enterprises Members or any of their Affiliates as well as by the Companyrespective Affiliates. The Members agree that this the Agreement will not prevent any Member from (A) marketing the Products outside of the Marketing Region, (B) marketing within the Marketing Region any products or services that do not constitute Products at any time, or from (C) marketing the Products within the Marketing Region after the last day of the fifteenth (15) calendar month commencing with the first month after the month in date on which such Member has and its Affiliates have transferred its their entire Membership Interest (other than to an Affiliate) and ceased to be a Member Members of the Company or withdrawn from the Company. Subject to the foregoing, the The Members agree that they will not, and they will use their respective best efforts to cause their respective Affiliates not to, enter into any other new agreement to provide any of the Products that are the subject of the Agreement with any other party. (b) No Subsidiary , or Affiliate of a Member shall have invest, hold any obligation to refrain from (i) engaging in the same 44 38 equity or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or (ii) investing or owning any financial interest publicly or privately in, or developing a business relationship withparticipate in the management of any Person that provides such Products or otherwise competes with the Company Business in the Marketing Region and, except as provided below, any Person engaged existing activities conducted by them shall be, and the Members will use all good faith reasonable efforts to cause their respective Affiliates' existing activities to be, integrated into the Company on mutually agreeable terms. The Members agree that they will cease participation in, and use their best efforts to cause the cessation of the provision of the Products in the same or similar Marketing Region of, any of their respective Affiliates' existing ongoing businesses activities or lines (as opposed to sole purpose project activities) for which the integration into the Company cannot be mutually agreed upon. It is recognized that the Managing Members currently have marketing efforts with respect to potential customer contracts, customer contracts and facilities constituting Products which may not be contributed initially, or, in some cases, ever, to the Company (the "Non-Contributed Products"). The Members agree that the restrictions of business as, or otherwise in competition with, this paragraph will not apply to Non-Contributed Products until such time as any such products are contributed to the Company; and neither the Company nor any Member (or any Subsidiary or Affiliate of such Member) shall have any right by virtue of this Agreement in or to, or to be offered any opportunity to participate or invest in, any venture engaged or to be engaged in by any other Member (or any Subsidiary or Affiliate of such Member) or any right of this Agreement in or to any income or profits derived therefrom.