Fillable Product Exclusivity Agreement (Page 3 of 4) in pdf

Indemnification. Vendor agrees to indemnify, defend (at Buyer’s option) and hold harmless Buyer, its

affiliates and their respective successors, assigns, customers and users of its products against all suits at law or in equity and

from all damages, claims, demands and/or liability, including those arising out of the death of or injury to any person, or

damage to any property, alleged to have resulted from a breach of this Agreement, and, upon the tendering of any suit or claim

to Vendor, to defend the same at Vendor’s expense, and be responsible for all costs, losses, expenses, damages claims, suits, or

any liability whatsoever, including attorneys’ fees. The provisions of this Section shall survive any termination, cancellation,

execution, delivery, and/or performance of this Agreement.

Remedies. The Vendor agrees that money damages would not be a sufficient remedy for any breach of this

Agreement and that the Buyer, or any successor or assign of the Buyer, shall be entitled to equitable relief, including, without

limitation, injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by the

Vendor, in addition to other remedies available to the Buyer, whether at law, in equity or otherwise, and the Vendor further

agrees to waive and to use its best efforts to cause its representatives to waive any requirement for the securing or posting of any

bond in connection with such remedy. Vendor further agrees that if Vendor breaches any of the covenants or agreements

contained in this Agreement, Buyer shall be entitled to an accounting and repayment of all profits, compensation, commissions,

remuneration, or other benefits that Vendor, directly or indirectly, has realized and/or may realize as a result of, or in connection

with, any such breach. The provisions of this Section shall survive any termination, cancellation, execution, delivery, and/or

performance of this Agreement.

Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws

of the Commonwealth of Pennsylvania (excluding conflicts of laws principles). Any dispute arising under this Agreement shall

be adjudicated in the courts of the Commonwealth of Pennsylvania.

Assignment; Successors; Franchisees. This Agreement may not be assigned by Vendor without the Buyer’s

prior written consent. Any assignment by Vendor of its right to payment under this Purchase Order shall be subject to all claims

and defenses of Buyer. This Agreement may be assigned at any time and from time to time by the Buyer at its sole discretion.

Vendor recognizes that Buyer’s product may sometimes be offered to customers through franchisee, licensing, joint venture or

other like arrangements with third parties, and Vendor agrees that such third parties are intended third party beneficiaries of this

Agreement and will be considered “Buyer” under this Agreement as permitted by Buyer in Buyer’s sole discretion from time to

time. This Agreement shall be binding upon the Vendor and its successors and assigns, and shall inure to the benefit of the

Buyer and its successors and assigns.

Amendment; Entire Agreement. This Agreement may not be amended, modified, altered or waived except

by an agreement in writing signed by both parties. This Agreement together with any Purchase Order and documents

incorporated be reference therein will constitute the complete and exclusive statement of the terms of agreement between the

parties hereto, are intended as a final expression of the terms of such agreement and will supersede all prior and

contemporaneous agreements, inducements or conditions, express or implied, oral or written. No course of prior dealings

between the parties and no usage of trade shall be relevant to supplement or explain any term herein. Buyer’s acceptance or

acquiescence in a course of performance rendered by Vendor hereunder shall not be relevant to determine the meaning of this

Agreement, even though Buyer has knowledge of the nature of the performance and opportunity for objection. The provisions

of this Section shall survive any termination, cancellation, execution, delivery, and/or performance of this Agreement.

Modification. In the event that any provision of this Agreement is determined by any court of competent

jurisdiction to be unenforceable for any reason (for example, by reason of its extending for too long a period of time or over too

large a geographical area or by reason of its being too extensive in any other respect or for any other reason), the parties agree

that such provision shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or

over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to

which it may be enforceable, all as determined by such court in such action.

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