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# Clayton Antitrust Act Contract Agreement
## This Contract Agreement ("Agreement") is entered into as of [Date] by and between:
**Party A:** [Name of Party A]
**Address:** [Address of Party A]
**Email:** [Email of Party A]
**Phone:** [Phone of Party A]
**Party B:** [Name of Party B]
**Address:** [Address of Party B]
**Email:** [Email of Party B]
**Phone:** [Phone of Party B]
## Recitals
WHEREAS, the Parties agree to comply with the provisions of the Clayton Antitrust Act, 15 U.S.C. § 12 et seq. ("Act"), which is designed to promote competition and prevent monopolistic practices in the marketplace; and
WHEREAS, the Parties wish to set forth their understanding regarding the terms and conditions under which they will conduct their business activities;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
## Article 1: Definitions
1.1 **“Affiliated Company”** means any entity that is directly or indirectly controlled by a Party, or that controls a Party, or is under common control with a Party.
1.2 **“Confidential Information”** means any non-public information disclosed by one Party to the other Party in connection with this Agreement.
## Article 2: Compliance with Antitrust Laws
2.1 The Parties agree to conduct their business in accordance with the limitations and prohibitions under the Clayton Antitrust Act, including, but not limited to, the following provisions:
- **Section 2:** Prohibitions against price discrimination.
- **Section 3:** Prohibition of exclusive dealing arrangements and tying arrangements.
- **Section 7:** Prohibition against acquisitions that may substantially lessen competition.
2.2 Each Party shall ensure that its Affiliates comply with these antitrust provisions as applicable.
## Article 3: Confidentiality
3.1 Each Party agrees that it will not disclose any Confidential Information received from the other Party without prior written consent, except as required by law or regulation.
3.2 The obligation of confidentiality shall survive the termination of this Agreement.
## Article 4: Governing Law
4.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
## Article 5: Dispute Resolution
5.1 In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through negotiation.
5.2 If the dispute is not resolved through negotiation, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of the [Arbitration Association], to be held in [City, State].
## Article 6: Miscellaneous
6.1 **Amendments:** This Agreement may only be amended or modified by a written agreement signed by both Parties.
6.2 **Severability:** If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
6.3 **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
## IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
**Party A**
Signature: ________________________
Name: [Name of Signing Officer]
Title: [Title of Signing Officer]
Date: [Date]
**Party B**
Signature: ________________________
Name: [Name of Signing Officer]
Title: [Title of Signing Officer]
Date: [Date]
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