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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that the State and Federal courts of the State of California shall be the exclusive forum for the resolution of all disputes related to or arising out of this Agreement. Page 5 of 11 20. Entire Agreement; Amendments; Counterparts. This Agreement, including Appendix A, and the Confidentiality Agreement represents the entire agreement between the parties in relation to the subject matter contained herein and supersedes all previous other agreements and representations, whether oral or written. This Agreement may be modified only if such modification is in writing and signed by a duly authorized representative of each party. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. *****SIGNATURE PAGE FOLLOWS*** Page 6 of 11 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have caused this Strategic Sales & Marketing Agreement to be duly executed in duplicate original on the dates set forth below. IMPRIMIS PHARMACEUTICALS, INC. SIGHTLIFE SURGICAL, INC. /s/ Mark L. Baum /s/ Monty Montya By: Mark L. Baum By: Monty Montoya Its: Chief Executive Officer Its: Its: President & Chief Executive Officer Date: 4/26/2017 Date: 4/28/2017 Page 7 of 11 APPENDIX A Statement of Work under Strategic Sales & Marketing Agreement by and between SightLife Surgical, Inc. and Imprimis Pharmaceuticals, Inc. Services: Surgical will provide "Services" for Imprimis and its subsidiaries which shall include: 1. In coordination with Imprimis, calling on potential clients including, but not limited to, doctors, practitioners, practice groups, surgical centers, hospitals and other prescribers (collectively "Clients") and assisting in the promotion, marketing and generation of inbound sales and prescription orders for the Product in the Territory. 2. Opening new Client accounts, servicing existing Client accounts, promoting products, facilitating sales orders and handling customer services for Clients in the Territory, including interfacing with the Imprimis customer service team and the Imprimis commercial sales team on a regular basis. 3. Providing a dedicated sales staff of four (4) Surgical employees (the "Sales Team") in the provision of the Services. The Sales Team shall have specific and sufficient related ophthalmic experience and relationships with potential purchasers of the Product to adequately provide the Services. Product "Product" shall mean Imprimis' autologous serum tears formulation. Territory "Territory" shall mean the United States of America. Exclusivity: Surgical shall not promote, market or sell any products for any third party during the Term, which directly or indirectly compete with the Product. Imprimis Support, Training & Marketing: Imprimis has provided marketing materials and product information to Surgical and the Sales Team which they have deemed adequate in order to allow them to understand the Product and perform the Services. Surgical's Chief Executive Officer and Imprimis' Chief Commercial Officer shall initially meet, and continue to meet on a regular basis, to transition, train and manage the Sales Team in order to allow them to integrate into the existing Imprimis commercial sales and marketing plan and adequately perform the Services during the Term. Page 8 of 11 The Sales Team shall use only such marketing and other materials for the Product in the Territory as are expressly approved in writing in advance by Imprimis, are consistent in all respects with the external marketing of such Product by Imprimis, include all warnings and instructions applicable for the proper use of the Product, comply with all applicable laws and regulations in the Territory, and do not contain any claims regarding a Product or its performance that the Sales Team does not reasonably demonstrate are supported by such Product or its performance. The Sales Team has adequate experience and is knowledgeable in applicable state and federal laws and FDA regulations related to the sales and marketing of the Product in the Territory, including, but not limited to: Stark Law; Anti-Kickback Statute; Food, Drug and Cosmetic Act (Sections 503A and 503B); and Drug Quality and Security Act. The Sales Team shall have the right to use copies of marketing materials provided by Imprimis to the Sales Team hereunder to the extent reasonably necessary to perform its obligations under this Agreement and subject to the terms and conditions of this Agreement. If Imprimis reasonably believes that any marketing materials or strategies used by the Sales Team for the Product in the Territory fail to fully comply with the terms and conditions of this Agreement or any applicable law, Imprimis shall give written notice thereof and the Sales Team immediately shall cease to use such non-compliant materials. The Sales Team shall not
"""

Extract the exact clause related to "Exclusivity" from the excerpt above.

assistant: Not found.