The "General Compliance with Laws" clause mandates that all parties to the contract adhere to applicable local, state, national, and international laws and regulations throughout the duration of their agreement. This clause ensures that all contractual activities are conducted legally and ethically, mitigating the risk of legal disputes and penalties.
12. GENERAL COMPLIANCE WITH LAWS 12.1 Compliance with Laws. Viking shall use reasonable commercial efforts to comply with all commercially material local, state, federal, and international laws and regulations relating to the manufacture, use, and sale of Licensed Products. 12.2 Export Control. Viking and its Affiliates shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. Viking hereby gives written assurance that it will comply with, and will cause its Affiliates to comply with, all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its Affiliates, and that it will indemnify, defend, and hold ESG harmless (in accordance with Section 8.1) for the consequences of any such violation. 12.3 Non-Use of Name Without Prior Written Consent. Neither Viking nor its Affiliates shall use the name of “ESG Clean Energy, LLC.” or any variation, adaptation, or abbreviation thereof, or of any of its directors, officers, employees, or agents, or any trademark owned by ESG, or any terms of this Agreement in any promotional material or other public announcement or disclosure without the prior written consent of ESG. The foregoing notwithstanding, without the consent of ESG, Viking may state that it is exclusively licensed by ESG under one or more of the patents and/or patent applications comprising the Patent Rights. 12.4 Marking of Licensed Products. To the extent commercially feasible and consistent with prevailing business practices, Viking shall mark, and shall cause its Affiliates to mark, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product. Such marking of Licensed Products shall be done in accordance with 35 U.S.C. § 287, titled: “Limitation on damages and other remedies; marking and notice.”
7.7 General Compliance with Laws. Manufacturer shall at all times materially comply with all Laws applicable to this Agreement, Manufacturer's operation of its business and the exercise of its rights and performance of its obligations hereunder, including Manufacturer's sale of the End Product to Buyer. Without limiting the generality of the foregoing, but excluding the Zentek Product, Manufacturer shall ensure that the End Product and any related packaging conform fully to any applicable Law.
11. General Compliance with Laws 11.1 Compliance with Laws. COMPANY shall use reasonable commercial efforts to comply with all commercially material local, state, federal, and international laws and regulations relating to the development, manufacture, use, and sale of LICENSED PRODUCTS and LICENSED PROCESSES. 11.2 Export Control. COMPANY and its AFFILIATES and SUBLICENSEES shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. COMPANY hereby gives written assurance that it will comply with, and will cause its AFFILIATES and SUBLICENSEES to comply with, all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its AFFILIATES or SUBLICENSEES, and that it will indemnify, defend, and hold M.I.T. and [***] harmless (in accordance with Section 8.1) for the consequences of any such violation. 11.3 Non-Use of Name. (a) [***] Names. COMPANY shall not use the name of [***] or any variation, adaptation, or abbreviation thereof, or the name of any of [***]’s trustees, officers, employees, or agents, or any trademark owned by [***], or any terms of the AGREEMENT in any promotional material or other public announcement or disclosure without the prior written consent of [***], which consent [***] may withhold in its sole discretion. The foregoing notwithstanding, without the consent of [***], COMPANY may state in documents required by regulating agencies that it is exclusively licensed by M.I.T. in the FIELD. (b) M.I.T. Names. COMPANY shall not use the name of “Massachusetts Institute of Technology,” “Lincoln Laboratory” or any variation, adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by M.I.T., or any terms of the AGREEMENT in any promotional material or other public announcement or disclosure without the prior written consent of M.I.T., which consent M.I.T. may withhold in its sole discretion. The foregoing notwithstanding, without the consent of M.I.T., COMPANY may make factual statements during the term of the AGREEMENT that COMPANY has a license from M.I.T. under one or more of the patents and/or patent applications comprising the PATENT RIGHTS. 11.4 Marking of LICENSED PRODUCTS. To the extent commercially feasible and consistent with prevailing business practices, COMPANY shall mark, and shall cause its AFFILIATES and SUBLICENSEES to mark, all LICENSED PRODUCTS that are manufactured or sold under the AGREEMENT with the number of each issued patent under the PATENT RIGHTS that applies to such LICENSED PRODUCT.
11. GENERAL COMPLIANCE WITH LAWS 11.1 Compliance with Laws. COMPANY will use reasonable commercial efforts to comply with all commercially material local, state, federal, and international laws and regulations relating to the development, manufacture, use, and sale of LICENSED PRODUCTS and LICENSED PROCESSES. 11.2 Export Control. COMPANY and its AFFILIATES and SUBLICENSEES will comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. COMPANY hereby gives written assurance that it will comply with, and will cause its AFFILIATES and SUBLICENSEES to comply with, all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its AFFILIATES or SUBLICENSEES, and that it will indemnify, defend and hold M.I.T. and BWH harmless (in accordance with Section 8.1) for the consequences of any such violation. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 11.3 Non-Use of M.I.T, and COMPANY Name. COMPANY and its AFFILIATES and SUBLICENSEES will not use the name of “Massachusetts Institute of Technology,” “Lincoln Laboratory,” “Brigham and Women’s Hospital,” or any variation, adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by M.I.T. or BWH, or any terms of this Agreement in any promotional material or other public announcement or disclosure without the prior written consent of M.I.T, and/or BWH, as applicable, which consent M.I.T. and/or BWH may withhold in its sole discretion. The foregoing notwithstanding, without the consent of M.I.T., COMPANY may make factual statements during the TERM (i) that it is licensed by M.I.T. under the PATENT RIGHTS, and (ii) identifying the inventors of the PATENT RIGHTS and their affiliation with M.I.T., provided, however, that such statements may not be used in marketing, promotion, or advertising. In addition, COMPANY may comply with disclosure requirements of all applicable laws relating to its business, including, without limitation, United States and state securities laws. M.I.T. shall not use the name of COMPANY or its AFFILIATES or SUBLICENSEES in any promotional material or other public announcement or disclosure without the prior written consent of COMPANY or its AFFILIATES or SUBLICENSEES (as applicable). 11.4 Marking of LICENSED PRODUCTS. To the extent commercially feasible and consistent with prevailing business practices, COMPANY will mark, and will cause its AFFILIATES and SUBLICENSEES to mark, all LICENSED PRODUCTS that are manufactured or sold under this Agreement with the number of each issued patent under the PATENT RIGHTS that applies to such LICENSED PRODUCT.
12. GENERAL COMPLIANCE WITH LAWS 12.1 Compliance with Laws. FATE shall use reasonable commercial efforts to comply with all commercially material local, state, federal, and international laws and regulations relating to the development, manufacture, use, and sale of LICENSED PRODUCTS. 12.2Export Control. FATE and its AFFILIATES and SUBLICENSEES shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. FATE hereby gives written assurance that it will comply with, and will cause its AFFILIATES and SUBLICENSEES to comply with, all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its AFFILIATES or SUBLICENSEES, and that it will indemnify, defend, and hold WHITEHEAD harmless (in accordance with Section 9.1) for the consequences of any such violation. 12.3 Non-Use of Name. FATE and its AFFILIATES and SUBLICENSEES shall not use the name of “Whitehead Institute”, “Massachusetts Institute of Technology”, or any variation, adaptation, or abbreviation thereof, or of any of their trustees, officers, faculty, students, employees, or agents, or any trademark owned by WHITEHEAD or any terms of this Agreement in any promotional material or other public announcement or disclosure without the prior written consent of WHITEHEAD, which consent it may withhold in its sole discretion. The foregoing notwithstanding, without the consent of WHITEHEAD, (i) FATE may make factual statements during the term of this Agreement that FATE has a license from WHITEHEAD under one or more of the patents and/or patent applications comprising the PATENT RIGHTS, and (ii) FATE may comply with disclosure requirements of all applicable laws relating to its business, including, without limitation, United States and state securities laws. 12.4 Marking of LICENSED PRODUCTS. To the extent commercially feasible and consistent with prevailing business practices, FATE shall mark, and shall cause its AFFILIATES and SUBLICENSEES to mark, all LICENSED PRODUCTS that are manufactured or sold under this Agreement with the number of each issued patent under the PA TENT RIGHTS that applies to such LICENSED PRODUCT.
10. GENERAL COMPLIANCE WITH LAWS 10.1Compliance with Laws. Company and its Sublicensees shall use Commercially Reasonable Efforts to comply with all applicable local, state, federal and international laws and regulations relating to the development, manufacture, use, performance, practice, and sale of Licensed Products. 10.2Export Control. Company and its Sublicensees shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. Company hereby gives written assurance that it will comply with, and will cause its Sublicensees to comply with, all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its Sublicensees, and that it will indemnify, defend, and hold ALSTDI harmless (in accordance with Section 8.1) for the consequences of any such violation. 10.3Non-Use of Name. Company and its Sublicensees shall not use the name of ALS Therapy Development Institute, Inc., or any variation, adaptation, or abbreviation thereof, or the name of any of ALSTDI’s trustees, directors, officers, faculty, students, staff, employees, agents, or investigators, or any trademark or service rank owned by ALSTDI, or any terms of this Agreement, in any promotional material or other public announcement or disclosure without the prior written consent of ALSTDI which consent ALSTDI may withhold in its sole discretion. The foregoing notwithstanding, without the consent of ALSTDI, Company may use such names, trademarks or service marks to make factual statements during the Term of this Agreement that Company has a license from ALSTDI under one or more of the patents or patent applications comprising the Licensed Patent Rights, and it may use such names or provide any terms of this Agreement to the extent required by law or to the extent already disclosed as permitted herein. 10.4Marking of Licensed Products. To the extent consistent with prevailing business practices, or as required by applicable law, Company shall mark, and shall cause its Sublicensees to mark, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Licensed Patent Rights that applies to such Licensed Product.
6. Compliance. General Compliance with Laws. Buyer shall at all times comply with all laws applicable to this Agreement, Buyer's performance of its obligations hereunder and Buyer's use or sale of the Goods. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use or otherwise, that violates any law. Buyer and its representatives are in compliance with the Foreign Corrupt Practices Act of 1977, as amended ("FCPA") and shall cause its representatives to, comply with the FCPA, including maintaining and complying with all policies and procedures to ensure compliance with the FCPA.
ARTICLE XII COMPLIANCE WITH LAWS Section 12.01 General Compliance With Laws Representation and Warranty. Distributor represents and warrants to Seller that it is in compliance all Laws applicable to this Agreement, the Tools, and the operation of its business. Section 12.02 General Compliance With Laws Covenant. Distributor shall always comply with all Laws except to the extent that the failure could not, in the aggregate, reasonably be expected to have a material adverse effect on Distributor’s business or its ability to comply with its obligations under this Agreement. Without limiting the generality of the foregoing, each party shall always, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct that portion of its business relating to the exercise of its rights and the performance of its obligations under this Agreement.
Section 6.06 General Compliance with Laws. (a) Buyer and Seller shall at all times comply with all Laws applicable to this Agreement, Buyer's and Seller’s operation of its business and the exercise of its rights and performance of its obligations hereunder, including the production, purchase, use or resale of the Goods. (b) Buyer and Seller shall obtain and maintain all Permits necessary to conduct their business relating to the production, purchase, use or resale of the Goods. (c) Buyer and Seller shall not engage in any activity or transaction involving the Goods, by way of production, resale, lease, shipment, use or otherwise, that violates any Law.
8.1General Compliance with Laws. (a) Seller shall at all times comply with all Laws applicable to this Agreement and in connection with performing its obligations under this Agreement, including Seller's manufacturing and sale of the Products as well as Seller’s transportation, transfer and transloading procedures, storage and handling of the Products, and any other applicable industry standards for the Products. Without limiting the generality of the foregoing, Seller shall: (i) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the sale of the Product; and (ii) not engage in any activity or transaction involving the Products, by way of shipment, use, or otherwise, that violates any Law. (b) Buyer shall at all times comply all Laws applicable to this Agreement and in connection with performing its obligations under this Agreement, including Buyer’s transportation, transfer and transloading procedures, storage and handling of the Products, and any other applicable industry standards for the Products. Without limiting the generality of the foregoing, Buyer shall: (i) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the use of the Product; and (ii) not engage in any activity or transaction involving the Products, by way of shipment, use, or otherwise, that violates any Law.
14. General Compliance with Laws. 14.1 Compliance with Laws. iCeutica shall comply with all local, state, federal, and international laws and regulations relating to its performance under this Agreement, including but not limited to the development, manufacture, use, and sale of any Licensed Product, including export control laws. Without limiting the generality of this paragraph, Zyla shall be responsible for the preparation and submission of all applications relating to any required regulatory approval of any Licensed Product, whether by the FDA or other regulatory body. 14.2 Marking. Zyla shall mark the packaging and/or product inserts for all Licensed Products with the number of each applicable patent of the Patent Rights. Zyla shall provide iCeutica with written notice of compliance with this paragraph by December 31 of each year.
Section 8.1 General Compliance with Laws. Seller represents and warrants that all Products are designed, produced, packaged, shipped and sold in compliance with all federal, state and local laws, orders, rules and regulations applicable to: (a) Products where such products are manufactured and delivered to Buyer and (b) Seller. Seller shall, at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the sale of the Products. Seller shall comply with the Supplier Code of Conduct attached as Attachment C. Seller shall indemnify, defend and hold harmless Buyer, its affiliates, and customers from any liability, loss or damage arising out of Seller’s failure to comply with this Section.
8.Compliance with Laws and Insurance Requirements. (a)General Compliance with Laws and Requirements. Tenant shall, at Tenant’s sole cost and expense, promptly comply in all material respects with the Condominium Declaration of Boulder Road, recorded on 6/21/2017 at reception no. 03599120 in Boulder County, Colorado (the “Declaration”), the Governing Documents (as defined in the Declaration), all matters of record, each and every applicable statute, ordinance, code, rule, regulation, order, directive or requirement, currently or hereafter existing, including, but not limited to, the Americans with Disabilities Act of 1990 (“ADA”) and all environmental laws, together with all amending and successor applicable statutes, ordinances, codes, rules, regulations, orders, directives or requirements, and the common law, regardless of whether such laws are foreseen or unforeseen, ordinary or extraordinary, applicable to the Premises, Tenant, Tenant’s use of or operations at the Building, or all of them (the “Requirements”). A failure to comply with the Governing Documents shall be deemed a breach of the Lease by Tenant, subject to any right to cure granted by Section 22(a) of the Lease.
XVI. COMPLIANCE WITH LAWS A. General Compliance with Laws By entering into this Agreement, the Parties specifically intend to comply with all applicable laws, rules and regulations. Accordingly, no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services; nor are the payments intended to induce illegal referrals of business. In the event that any part of this Agreement is determined to violate federal, state, or local laws, rules, or regulations, the Parties agree to negotiate in good faith revisions to the provision or provisions which are in violation. In the event the Parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either Party may terminate this Agreement on sixty (60) days written notice to the other Party.
“General compliance with laws” is a boilerplate clause commonly found in contracts. It mandates that all parties involved adhere to applicable laws, regulations, and ethical standards pertinent to the executed agreement. This includes local, state, national, and sometimes international laws. By including this clause, parties are legally obligated to conform to laws that govern their actions and business practices over the duration of the contract.
You should use a “General compliance with laws” clause in any contract where ensuring lawful behavior is crucial. This is particularly important in contracts that:
Ensuring all parties are legally compliant mitigates risks and provides a mechanism for legal recourse if any party violates applicable laws.
Writing a “General compliance with laws” clause can be straightforward but should ideally be tailored to fit the specific contract. Here is a basic template:
General Compliance with Laws
Each party agrees to comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations in the performance of its obligations under this agreement. In particular, each party will not undertake any action that would violate these laws or applicable ethical standards.
You can customize this clause further to include specific regulatory guidelines pertinent to the contract’s subject matter.
“General compliance with laws” clauses are versatile and can be found in a wide array of contracts, including but not limited to:
By including this clause, parties safeguard themselves against potential legal liabilities and ensure continued lawful operation.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A good faith deposit is an initial sum paid by a buyer to demonstrate their genuine intent to complete a transaction and secure the terms of a contract. This deposit is typically credited towards the total purchase price upon successful completion of the agreement or may be forfeited if the buyer fails to fulfill their obligations.
The "Good Faith Negotiation" clause mandates that all parties involved in a contract engage in sincere and honest discussions to resolve any disputes or issues that arise, endeavoring to reach a mutually acceptable agreement without resorting to litigation. This clause ensures that parties commit to cooperative problem-solving and maintain transparent communication throughout the negotiation process.
The "Governing Law and Jurisdiction" clause specifies which region's legal framework will be applied in interpreting and enforcing the terms of a contract and designates the location where any legal disputes will be resolved. This clause is crucial for determining procedural and substantive legal matters, ensuring both parties are aware of the legal standards and courts that will have authority in case of conflicts.
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