system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER THIS AGREEMENT is dated May 3,2006. BETWEEN: GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502 ("Glam is") AND: WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3 ("Western Copper") WHEREAS: (A) Glamis, Western Copper and Western Silver Corporation ("Western Silver") are parties to an arrangement agreement dated as of February 23, 2006 (the "Arrangement Agreement"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the "Arrangement"); and (B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement. NOW THEREFORE TIHS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: (Scheme B. mca) 1I629<<7J PART I INTERPRETATION Definitions 1.1 In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person, (b) Area of Non-Competition means the State of Zacatecas, Mexico and the area extending 20 kilometers in all directions from the external boundary of each mineral property owned or controlled by Western Silver or in which Western Silver holds any legal interest, in Mexico, as at the Effective Date, (c) Business Day means a day which is not a Saturday, Sunday or a civic or statutory holiday in Reno, Nevada and Vancouver, British Columbia, (d) Closing means the completion of the transactions contemplated by the Arrangement Agreement, (e) Designated Mineral Property means a mineral property or individual mineral concession within a mineral property, that is owned or controlled by Western Silver or in which Western Silver holds any legal interest in Mexico as of the Effective Date, (f) Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement, (g) Mining Activities means any acquisition of mineral rights or any mineral exploration or development activities, in any manner whatsoever, and (h) Person means an individual, corporation, body corporate, firm, limited liability company, parmership, syndicate, joint venture, society, association, trust or unincorporated organization. Interpretation 1.2 In this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms "this Agreement", "hereof', "herein", "hereunder" and similar expressions refer to this Agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions of this Agreement and not to any particular section or other portion, 1162967.3 - 3 ' (b) a reference to a Part means a Part of this Agreement and the symbol § followed by a number or some combination of numbers and letters refers to the provision of this Agreement so designated and the symbol § followed by a letter within a provision refers to a clause within such provision, (c) the headings used in this Agreement are for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof, (d) the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather is to be construed to permit such general statement, term or matter to refer to all other items or matters that could reasonably fall within its broadest possible scope, (c) if any date
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Extract the exact clause related to "Audit Rights" from the excerpt above.