Extract to table

3 of the EDA further provides: "Distributor shall not actively solicit orders for, or deliver, the Products outside the Territory without Supplier's prior written consent

The requirement of "prior written consent" establishes a prerequisite that must be satisfied before — not after — any out-of-territory activity occurs

1 of the EDA provides: "No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties

Under this provision, a modification is effective only when two conditions are satisfied: (1) the modification must be set forth in a written instrument, and (2) that written instrument must be signed by both Penterra and Vantage

2 provides that the EDA shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles

Once that burden is met, the nonmoving party must "come forward with specific facts showing that there is a genuine issue for trial