(d) Competitive Activity shall mean any activity that, whether conducted as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity, competes with the natural food and beverage business, which shall without limitation include all products within the Product Scope (or any other business using any Property of either Licensor) of the Company or any of its subsidiaries, any dietary supplement, food, or beverage products of the Company approved by the Licensors, and any commercial partnership, joint venture or other strategic agreement between the Company or any of its subsidiaries and any third party in connection to the marketing, sale or distribution of such products; provided, however, that nothing contained in this Section 9(d) shall be deemed to prohibit a Licensor from acquiring, solely as a passive investment, less than 1% of the total outstanding securities of any publicly-traded corporation.
(e) Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
(f) The Historical Standard shall mean, generally, the reputation for quality of the Licensed Products, Licensed Services or other use of the Property by the Company before the date that Mr. Hamilton ceases to be an officer, director or employee of, or consultant to, the Company. The Historical Standard as applied to any Licensed Product shall additionally mean a nutritionally-focused product proposition, the ethical sourcing of ingredients, and the use of organic sourcing of ingredients to a commercially reasonable extent.
(g) Predecessor Agreements shall mean that certain License Agreement between the Company and Ms. Reece, dated May 2, 2018, that certain License Agreement between the Company and Mr. Hamilton, dated August 3, 2015, and that certain License and Preservation Agreement between the Company, Ms. Reece and Mr. Hamilton, dated November 19, 2018.
(h) Product Scope shall include: foods and beverages incorporating coconut products; teas, coffees, creamer or whitener coffee-additive products; products marketed as superfood products; powdered mushroom supplements; childrens and adult hydration beverages; green drink products; natural sleep-enhancing beverage products; natural focus-enhancing beverage products; natural brain support (BDNF)-beverage products; protein powder mixes for beverages; maca and botanical products; coffee and fat chew-type snack products; and any dietary supplement, food and beverage items manufactured or distributed by the Company during the term of this Agreement.
(i) Solicit shall means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, with respect to any action.
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to this Agreement shall