Territory Restriction Sample Clauses
A territory restriction clause defines the specific geographic area in which certain rights, obligations, or activities under the agreement are permitted or limited. For example, it may restrict a distributor from selling products outside a designated country or region, or limit a licensee’s use of intellectual property to a particular market. This clause serves to protect the interests of the parties by preventing overlap, competition, or unauthorized use in markets not intended to be covered by the agreement.
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Territory Restriction. Each of Licensee and Licensor hereby covenants and agrees that (a) it shall not, and shall ensure that its Affiliates acting on its behalf and its sublicensees shall not, directly or indirectly, promote, market, distribute, import, sell or have sold the Products, including via internet or mail order, outside its territory; (b) with respect to any country or region outside its territory, it shall not, and shall ensure that its Affiliates acting on its behalf and its sublicensees shall not: (i) unless otherwise agreed by the Parties in writing, establish or maintain any branch, warehouse or distribution facility for Products in any country or region outside its territory; (ii) engage in any advertising or promotional activities relating to Products that are directed primarily to customers or other purchaser or users of Products located in any country or region outside its territory; (iii) solicit orders for Products from any prospective purchaser located in any country or region outside its territory; or (iv) sell or distribute Products to any person in such Party’s territory who intends to sell or has in the past sold Products in any country or region outside its territory; (c) if a Party receives any order for any Product from a prospective purchaser reasonably believed to be located in any country or region outside its territory, such Party shall promptly refer that order to the other Party, and such Party shall not accept any such orders; (d) it shall not deliver or tender (or cause to be delivered or tendered) Products into a country or region outside its territory; and (e) it shall not, and shall ensure that its Affiliates acting on its behalf and its sublicensees shall not, knowingly restrict or impede in any manner the other Party’s exercise of its exclusive rights to Commercialize the Products in such other Party’s territory. For clarity, Licensee’s territory shall mean the Territory and Licensor’s territory shall mean outside the Territory.
Territory Restriction. The Stockist understands that they are to only sell the Products (excluding online sales) within Spain.
Territory Restriction. City Solar shall not, without the prior written approval of SunPower, in any manner use, export, or install any of the Products within the United States or Canada or in breach of obligations undertaken under Section 25.
Territory Restriction. Notwithstanding the grant of a "worldwide" License hereunder, the GL Assets shall not be used by either Licensee, Licensor, or any of their respective agents, representatives, affiliates, successors, or permitted assigns in any manner whatsoever to perform Marketing Services in connection with any of the GL Assets to any Person residing in the United States or any territory of the United States. Additionally, neither Licensee nor Licensor shall use the GL Assets in any manner whatsoever to perform Marketing Services to any Person residing in any country where online gaming is or becomes illegal. Licensor shall conduct periodic reviews of local laws and regulations in countries in which Marketing Services are provided. If Marketing Services are being provided in any country in which online gaming is or becomes illegal, such Marketing Services shall be ceased immediately. Licensee shall not be required to perform Marketing Services in any country until Licensor has provided Licensee with satisfactory evidence that online gaming is permissible in such country. For purposes of this Agreement, the term "Person" shall mean any individual, corporation, partnership, association, trust, limited liability company or other legal entity formed under the laws of the United States or any of its constituent States or territories, or any partnership, joint venture or other combination of any of the foregoing.
Territory Restriction. A Cart Unit or a Mobile Unit shall not operate within one (1) mile of any Fixed- Unit location (i.e., a Kiosk Unit, Drive-Up Unit or Full-Service Café Unit) unless the Fixed Unit location is currently owned by You or You receive prior written permission from the operator of the Fixed-Unit location and from Us. It shall be Your responsibility to obtain from Us the locations of the locations of Fixed- Unit locations that may be affected by Your operation. In the event that You operate a Cart or Mobile Unit in violation of the Protected Territory of a Kiosk, Drive-Up or Full Service Unit franchisee, then You shall pay $500.00 to the impacted franchisee for each violation.
Territory Restriction. 3.5.1 ▇-▇ undertakes that it and its Affiliates will not, on their own or through a Third Party on their behalf, register, manufacture, and/or commercialize pharmaceutical products containing both sumatriptan and naproxen and/or make or solicit any sales of pharmaceutical products containing both sumatriptan and naproxen outside the Territory.
3.5.2 Pozen undertakes that it and its Affiliates, will not, on their own or through a Third Party on their behalf, register, manufacture, and/or commercialize pharmaceutical products containing both sumatriptan and naproxen and/or make or solicit any sales of pharmaceutical products containing both sumatriptan and naproxen within the Territory.
Territory Restriction. Licensee hereby covenants and agrees that it shall not, and shall ensure that its Affiliates and Sublicensees shall not, either directly or indirectly, promote, market, distribute, import, sell or have sold any Licensed Product, including via the internet or mail order, to any Third Party or address or internet protocol address or the like outside the Territory, or to any Third Party that Licensee, or any of its Affiliates or Sublicensees knows (or reasonably should be expected to know) has previously exported or is likely to export the Licensed Product outside the Territory. Licensee shall not engage, and shall ensure that its Affiliates and Sublicensees shall not engage, in any advertising or promotional activities relating to any Licensed Product directed primarily to customers or other buyers or users located in any country or jurisdiction outside the Territory, or solicit orders for the Licensed Product from any prospective customer or other buyer or user located in any country or jurisdiction outside the Territory. If Licensee or its Affiliates or Sublicensees receive any order for the Licensed Product from a prospective customer or other buyer or user located in a country or jurisdiction outside the Territory, Licensee shall immediately refer that order to Licensor and shall not accept any such orders, unless otherwise agreed between the Parties. Licensee shall not, and shall ensure that its Affiliates and Sublicensees shall not, deliver or tender (or cause to be delivered or tendered) any Licensed Product outside the Territory.
Territory Restriction. Licensee and Dimerix each hereby covenants and agrees that it shall not, and shall ensure that its Affiliates, and require that its (sub)licensees and distributors shall not, either directly or indirectly, Commercialize any Licensed Compounds or Licensed Product, including via the Internet or mail order, to any Third Party or address or Internet Protocol address or the like in the other Party’s respective territory, or to any Third Party that Licensee or Dimerix, as applicable, or any of its Affiliates, sublicensees or distributors knows (or is reasonably expected to know) has previously exported or is likely to export any Licensed Compound and Licensed Product to the other Party’s respective territory. Each of Licensee and Dimerix shall not engage, and shall ensure that its Affiliates, and require that its (sub)licensees and distributors shall not engage, in any advertising or promotional activities relating to any Licensed Compound and Licensed Product directed primarily to customers or other buyers or users located in any country or jurisdiction in the other Party’s respective territory, or solicit orders from any prospective customer or other buyer or user located in any country or jurisdiction the other Party’s respective territory. If (i) Licensee, or any of its sublicensees or Affiliates, or (ii) Dimerix or any of its Affiliates or its licensees or distributors (other than Existing Licensees) receives any order for the Licensed Compound and Licensed Product from a prospective customer or other buyer or user located in a country or jurisdiction in the other Party’s respective territory, Licensee or Dimerix (or its Affiliates or licensees or distributors), as applicable, shall immediately refer that order to the other Party, and shall not accept any such orders. Each of Licensee and Dimerix shall not, and shall ensure that its Affiliates, and require that its (sub)licensees and distributors shall not, deliver or tender (or cause to be delivered or tendered) any Licensed Compound and Licensed Product in the other Party’s respective territory. For clarity, as used in this Agreement, “respective territory” shall mean, in the case of Licensee, the Territory, and in the case of Dimerix, territories other than the Territory.
Territory Restriction. Ecoware shall not, without the prior written approval of SunPower, in any manner use, develop, export, install or otherwise make available any of the Solar Panels within the United States or Canada or in breach of obligations undertaken under Section 12.