Exclusivity Agreement: Definition, Example
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What is an Exclusivity Agreement?
An exclusivity agreement is a legal contract between two parties that restricts one party (the "licensee"), usually an inventor, from selling its product to a certain purchaser (usually the other party) for a designated period of time.
An exclusivity agreement is common in situations where two parties are collaborating on research and development of a new product or process—one company typically agrees to pay another to develop some aspect of the product, and in return it receives an exclusivity agreement for a certain market.
An exclusivity agreement is also common if two companies are engaged in a joint venture, where each party provides resources and expertise to jointly develop a product or process.
Exclusivity Agreement Sample
Exhibit (d)(5)
EXCLUSIVITY AGREEMENT
This Exclusivity Agreement (the “Agreement”) is made as of September 30, 2010, between General Electric Company (“GE”) and Clarient, Inc. (the “Company”, and together with GE, the “Parties”) with reference to the following background.
A. The Parties have engaged in and expect to continue to engage in discussions involving a possible acquisition of the Company by GE (the “Transaction”).
B. In connection with the consideration of such Transaction, the Company and GE have entered into a Confidentiality Agreement dated as of June 6, 2010, concerning the Company’s furnishing to GE certain confidential and proprietary information concerning its business and properties (the “Confidentiality Agreement”). The exchange of any confidential or proprietary information of either Party in connection with this Transaction shall be governed by the Confidentiality Agreement. Capitalized terms used but not defined in this Agreement shall have the meaning given to them in the Confidentiality Agreement.
C. In consideration of the time and resources necessary for GE to conduct further due diligence on the Company, evaluate the Transaction and negotiate the necessary documentation for the Transaction, the Parties wish to further define their respective rights and obligations with respect to the evaluation of the Transaction.
D. For purposes of this Agreement, the term (i) “Representative” shall mean a Party’s officers, directors, employees, representatives, Affiliates, agents, professional advisors or authorized representatives, (ii) “Person” shall mean any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization, trust or other legal entity, and (iii) “Affiliates” shall mean, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, controls, is controlled by or is ‘under common control with such specified Person; provided that Clarient Pathology Services, Inc. (“CPS”) shall, for the avoidance of doubt, be deemed an Affiliate of the Company.
NOW, THEREFORE, in consideration of the premises and the agreements contained in this Agreement, the Parties agree as follows:
1. The Company agrees that from the date hereof until the earliest of (a) 8:00 a.m. Eastern Time on October 18, 2010, (b) GE’s notice to the Company that it no longer intends to pursue a Transaction or (c) the execution and delivery of definitive documentation with respect to a Transaction (the “Exclusivity Period”), (i) the Company shall not, and shall direct and use commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing information) any inquiries, proposals or offers from any third party relating to an acquisition of the Company or any of its subsidiaries or CPS by merger or otherwise or an acquisition of beneficial ownership of greater than 10% of the Company’s or its subsidiaries’ or CPS’ capital stock issued and outstanding as of the date hereof or any material portion of the Company’s or its subsidiaries’ or CPS’ assets (collectively, an “Acquisition Transaction”) or assist any third party in preparing or soliciting an offer relating in any way to an Acquisition Transaction; (ii) the Company shall not, and shall not enter into an agreement to, issue or sell any of its capital stock or securities exercisable, convertible or exchangeable therefor, other than the issuance or sale of such capital stock or securities exercisable, convertible or exchangeable therefor pursuant to
compensation plans, currently outstanding warrants or any agreements in effect as of the date hereof; and (iii) the Company shall not have, and shall use commercially reasonable efforts to cause the Company’s Affiliates and Representatives not to have, any discussions, conversations, negotiations or other communication with any third party relating to, or that could be reasonably likely to lead to, an Acquisition Transaction, except in the case of clause (iii) to inform any Person of the existence of the Company’s obligations under this Agreement. The Company agrees that it shall, and shall use commercially reasonable efforts to cause its Affiliates and Representatives to, immediately cease any existing discussions, negotiations or activities, including the provision of non-public information (and the provision of access to non-public information) with any third party (other than GE) regarding the Company or its Affiliates with respect to any inquiry, proposal or offer relating to, or reasonably likely to lead to, an Acquisition Transaction.
2. In the event that the Company or any of its Affiliates shall receive any offer or proposal regarding an Acquisition Transaction during the Exclusivity Period, the Company shall, unless prohibited by the terms of an agreement to which the Company is a party as of the date hereof, promptly, and in any event within two business days of such receipt, notify GE, orally and in writing, of such proposal or offer and shall, in any such notice to GE, unless prohibited by the terms of any agreement to which the Company is a party as of the date hereof, indicate in reasonable detail the identity of the offer or inquirer and the terms and conditions of any offer or proposal.
3. The Parties acknowledge and agree that unless and until the execution and delivery of definitive documentation with respect to the Transaction, none of the Company, GE or any of their respective Affiliates intends to be, nor shall any of them be, under any legal obligation of any kind whatsoever with respect to the Transaction, any other transaction or otherwise, except for the matters specifically agreed to in this Agreement. Neither the discussions or negotiations between the Parties nor this Agreement is intended to, and they do not, create any fiduciary or other special duties or obligations between the parties hereto other than those non-fiduciary obligations specifically set forth herein.
4. The terms of this Agreement may be modified or waived only by a separate writing signed by each of the Parties that expressly modifies or waives any such term. Each of the Parties agrees that irreparable harm would occur in the event that any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity.
5. This Agreement shall be construed in accordance with the internal laws of the State of Delaware without regard to principles of choice or conflicts of law. This Agreement represents the entire agreement of the Parties concerning the subject matter hereof and supersedes any prior or contemporaneous oral (or any prior written) agreements concerning the subject matter hereof.
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2
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date first written above.
| GENERAL ELECTRIC COMPANY | ||
| By: | /S/ MICHAEL A. JONES | |
| Michael A. Jones Vice President, Business Development GE Healthcare | ||
| CLARIENT INC. | ||
| By: | /S/ RONALD A. ANDREWS | |
| Name: | Ronald A. Andrews | |
| Title: | Chief Executive Officer | |
Reference:
Security Exchange Commission - Edgar Database, EX-99.(D)(5) 11 dex99d5.htm EXCLUSIVITY AGREEMENT, Viewed October 6, 2021, View Source on SEC.
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Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.
"Michael's expertise and judgment impressed me. I brought him in for contract advisory work, and he quickly asked the questions I hadn't considered, identified the risks that mattered, and set aside the ones I had wrongly prioritized. He changed how I understood the contract. He is an excellent advisor - highly recommended."
Odini G.
I am an accomplished attorney with more than 19 years of experience and extensive expertise in business negotiations, commercial contracts, and technology transactions. With a proven track record of providing strategic legal advice and delivering exceptional results, I have successfully assisted numerous clients in drafting, reviewing, and negotiating various business arrangements. My experience encompasses a wide range of areas, including intellectual property, data privacy and security, SaaS agreements, and software licenses. I co-founded a reputable general corporate law firm with three offices in Aspen, Atlanta, and New York. As a partner and attorney, I represented diverse clients, including start-ups, public corporations, investors, financial institutions, educational institutions, and non-profit entities. With a focus on delivering comprehensive legal solutions, I provided general counsel, expert dispute resolution, efficient litigation management, and skillful contract drafting and negotiations for businesses across industries.
"Initial phase and scoping with Odini has been clear and straightforward"
Ryenne S.
My name is Ryenne Shaw and I help business owners build businesses that operate as assets instead of liabilities, increase in value over time and build wealth. My areas of expertise include corporate formation and business structure, contract law, employment/labor law, business risk and compliance and intellectual property. I also serve as outside general counsel to several businesses across various industries nationally. I spent most of my early legal career assisting C.E.O.s, General Counsel, and in-house legal counsel of both large and smaller corporations in minimizing liability, protecting business assets and maximizing profits. While working with many of these entities, I realized that smaller entities are often underserved. I saw that smaller business owners weren’t receiving the same level of legal support larger corporations relied upon to grow and sustain. I knew this was a major contributor to the ceiling that most small businesses hit before they’ve even scratched the surface of their potential. And I knew at that moment that all of this lack of knowledge and support was creating a huge wealth gap. After over ten years of legal experience, I started my law firm to provide the legal support small to mid-sized business owners and entrepreneurs need to grow and protect their brands, businesses, and assets. I have a passion for helping small to mid-sized businesses and startups grow into wealth-building assets by leveraging the same legal strategies large corporations have used for years to create real wealth. I enjoy connecting with my clients, learning about their visions and identifying ways to protect and maximize the reach, value and impact of their businesses. I am a strong legal writer with extensive litigation experience, including both federal and state (and administratively), which brings another element to every contract I prepare and the overall counsel and value I provide. Some of my recent projects include: - Negotiating & Drafting Commercial Lease Agreements - Drafting Trademark Licensing Agreements - Drafting Ambassador and Influencer Agreements - Drafting Collaboration Agreements - Drafting Service Agreements for service-providers, coaches and consultants - Drafting Master Service Agreements and SOWs - Drafting Terms of Service and Privacy Policies - Preparing policies and procedures for businesses in highly regulated industries - Drafting Employee Handbooks, Standard Operations and Procedures (SOPs) manuals, employment agreements - Creating Employer-employee infrastructure to ensure business compliance with employment and labor laws - Drafting Independent Contractor Agreements and Non-Disclosure/Non-Competition/Non-Solicitation Agreements - Conducting Federal Trademark Searches and filing trademark applications - Preparing Trademark Opinion Letters after conducting appropriate legal research - Drafting Letters of Opinion for Small Business Loans - Drafting and Responding to Cease and Desist Letters I service clients throughout the United States across a broad range of industries.
"Ryenne was so helpful and was able to review and advise on my issue within less than a day. I would definitely recommend their expertise!"
Ayelet F.
Ayelet G. Faerman knows what influencers mean to brands today. With experience as legal counsel for a beauty brand for over 5 years, and overseeing multiple collaborations, Ayelet has experienced the rise of influencer marketing. As the founder and managing partner of Faerman Law, PA her practice focuses on influencer relations including a specialization in contract negotiations.
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Samuel R.
My career interests are to practice Transactional Corporate Law, including Business Start Up, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Business Transactional Agreements, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the Super Lawyers Southwest Rising Stars list for 2024 - 2026. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, and also trademark registration and licensing.
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David W.
The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. I listen to your goals and priorities and offer a range of estate-planning services, including trusts, wills, living wills, durable powers of attorney, and other plans to meet your goals. And for convenience and transparency, many estate-planning services are provided at a flat rate.
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Exclusivity Agreement between our US based Company and our Manufacturer in China
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Employment
Exclusivity Agreement
Massachusetts
Can an exclusivity agreement prevent me from working for a competitor after my employment ends?
I recently started a new job where I signed an exclusivity agreement that prohibits me from working for a competitor for a certain period of time after my employment ends. However, I am considering leaving this job and joining a competitor due to better career prospects. I am concerned about the legal implications of breaking this exclusivity agreement and whether it would be enforceable in preventing me from working for a competitor.
Laura H.
Massachusetts has very specific requirements that must be met before a non-compete agreement will be enforceable. It must be reasonable, there must be adequate consideration (usually payment), and the employer must have a legitimate interest in stopping the employee from working. The best way to determine whether your specific agreement may be enforced is to have an attorney review it.
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Exclusive Supply Agreement
Location: New Jersey
Turnaround: Less than a week
Service: Drafting
Doc Type: Exclusivity Agreement
Number of Bids: 4
Bid Range: $375 - $1,195
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