A "Covenant Not to Sue" is a legal agreement in which one party agrees not to file a lawsuit against the other party over a specific issue or event. This clause aims to prevent litigation by settling disputes or waiving certain legal rights in advance.
2. Executive further agrees that this General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this General Release and Covenant Not to Sue from filing a charge with any relevant Federal, state, or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.
4. In the event any of the Releasees brings a civil action or arbitration proceeding against Executive (other than a civil action or arbitration proceeding to enforce this General Release and Covenant Not to Sue) then this General Release and Covenant Not to Sue shall be of no further force and effect and Executive shall be permitted to bring claims against the Releasees that would have been otherwise barred by this General Release and Covenant Not to Sue.
6. To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least forty-five (45) days to consider whether to sign this General Release and Covenant Not to Sue, which Executive has waived, and the Company agrees that Executive may cancel this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by all parties to this General Release and Covenant Not to Sue. To cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue. If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in Section 4 of the Employment Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto. Executive is hereby advised to seek legal counsel prior to signing this General Release and Covenant Not to Sue.
7. Executive acknowledges and agrees that Executive has entered this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue.
No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against the Company seeking monetary relief for Executive and/or as a representative on behalf of others.
F. The Products include a product [***] referred to in this Agreement as [***]. In order to provide the certainty of a Covenant not to Sue for [***], the Parties have agreed that the potential royalty liability of BAT to PMP for [***] will be based upon the claims of certain Patents of PMP, including certain patent [***].
9.[***] COVENANT NOT TO SUE 9.1It is a condition precedent of the [***] Covenant not to Sue (defined below) that [***] Launch occurs on or before [***]. If [***] Launch does not occur on or before [***], then the Parties agree that there is no [***] under this Agreement and provisions of this Agreement relating thereto shall be of no effect; any [***] shall not be a Part 1 Product. 9.2Subject to fulfilling the condition precedent in Section 9.1 and subject to Section 9.4 below, PMP on a perpetual (subject to Section 9.3) basis and in the Territory, Covenants not to Sue BAT for Patent infringement by [***] or any of its Components (“[***] Covenant not to Sue”). The [***] Covenant not to Sue may be royalty-bearing or royalty-free, with this being determined in accordance with Section 10.
9.3PMP grants the [***] Covenant not to Sue set forth in Section 9.2 above only in respect of: (1) an [***] Device that is Usable only with Consumables that each result in a [***]; and (2) [***] Device or [***] Consumable that is Usable only with any other BAT product(s) that each result in a [***] (the “[***] Field of Use”). If BAT sells product(s) (whether directly or through its Supply Chain Entities) that when Used with [***] Device or [***] Consumable [***] that is outside the [***] Field of Use, then the [***] Covenant not to Sue shall terminate with respect to any [***] Device or [***] Consumable with which the [***]. The determination of whether a Product or product is Usable with [***] that is within the [***] Field of Use shall be based upon the Product or product, in each case as [***]. For the avoidance of doubt, nothing in this Agreement is intended to restrict or limit the ability of BAT to launch a product that is outside the scope of [***] Covenant not to Sue, [***] Field of Use, or any other characteristic set forth in this Agreement for a Device or Consumable to be within the ambit of the [***] Covenant not to Sue, but such product shall not have the benefit of the [***] Covenant not to Sue.
1.11The Covenants not to Sue granted in this Agreement that apply to Products that are Launched will, upon such Launch, [***] apply and be deemed effective [***], but only to the extent such Product is within a Covenant not to Sue.
“Covenant Not To Sue” means the covenant not to sue granted by MCK and Echo Connect, respectively, to each other pursuant to Section 2.5.
2.5 Covenant Not To Sue. MCK, on behalf of itself and its Subsidiaries, hereby grants to Echo Connect a non-transferable (except as provided in this paragraph and Section 5.2), royalty-free and fully paid up covenant not to sue under any patent and patent application to the extent included in the MCK Retained IP but excluding the MCK Excluded Patents (the “Covenant Not to Sue”). The Covenant Not To Sue will terminate upon the earlier of the Echo Connect Closing or the expiration of NewCo’s option to acquire Echo Connect as contemplated by Section 2.01(a)(x) of the Contribution Agreement. The Covenant Not To Sue shall be transferable by Echo Connect, but only in connection with the initial transfer of the Echo Connect business to a third party acquirer of such business (and not, for the avoidance of doubt, any subsequent transfer); provided, however, that, notwithstanding the foregoing, the Covenant Not To Sue shall only apply for the period prior to such initial transfer to such third party and in no event shall the Covenant Not To Sue extend to the conduct of the Echo Connect business after such initial transfer (it being understood that MCK shall be permitted to seek all available remedies against any third party for any activity which occurs after such initial transfer).
(a) Covenant Not to Sue from Conformis to Zimmer. Subject to the terms and conditions of this Settlement Agreement (and Conformis’ receipt of the payment by Zimmer of the Initial Payment as set forth in Section 11(b)), Conformis, on behalf of itself and its Existing Affiliates and permitted assigns, hereby covenants to Zimmer and its Affiliates that Conformis and its respective Affiliates will not sue, assert any claim or counterclaim against, otherwise participate in any action or proceeding against Zimmer and/or its Affiliates or any of their shareholders, licensees, sublicensees, Zimmer Customers, Zimmer Suppliers, importers, manufacturers, distributors, insurers, or any heirs, administrators, executors, predecessors, successors, or assigns of the foregoing, or cause, assist, or authorize any person to do any of the foregoing, in each case claiming or otherwise asserting that the Zimmer Covenant Products or the manufacture, use, sale, offer for sale, or importation of the Zimmer Covenant Products, infringes any Conformis Covenant Patents (the “Conformis Covenant Not to Sue”).
(a) Zimmer Defensive Suspension. In the event that Conformis, any of its Affiliates, or Transferred Conformis Covenant Patent Buyer (as defined in Section 15) threatens in writing, initiates or otherwise asserts any Proceeding that is within the scope of the Conformis Covenant Not to Sue or the covenants granted by Conformis in Section 9(a) (except in response to any Proceeding that is within the scope of the Zimmer Covenant Not to Sue or the covenants granted by Zimmer in Section 9(b), in each case that is first threatened, initiated or otherwise asserted by Zimmer or any of its Affiliates), and does not withdraw such threat, initiation or assertion of such Proceeding within the Standstill Period after receiving a written response from Zimmer or any of its Affiliates invoking the terms and conditions of this Section 8(a), then Zimmer and its Affiliates shall have the right to suspend the Zimmer Covenant Not to Sue and covenants under Section 9 of this Settlement Agreement.
8.This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of Arizona, applicable to agreements made and to be performed entirely within such State, without regard to principles of conflicts of laws.
7.Covenant Not to Sue: a.To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement. b.Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.
A Covenant Not to Sue is a legal agreement wherein one party agrees not to file a lawsuit against another party over a specific issue or claim. Unlike a full release, which extinguishes liability, a covenant not to sue does not eliminate the underlying legal obligation or claim. Instead, it prohibits the party from pursuing legal action. This type of agreement is typically used in the context of settlement negotiations where both parties wish to resolve disputes out of court while maintaining certain potential claims.
A Covenant Not to Sue is typically used under the following circumstances:
Writing a Covenant Not to Sue requires clear and precise language to ensure enforceability. A typical structure includes:
Example:
“John Doe, hereby agrees and covenants not to sue Jane Smith for any claims arising from the business contract dated March 1, 2020, in exchange for a settlement amount of $10,000 as consideration.”
Covenants Not to Sue can be found in various types of contracts, including:
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