Extract to table

Auto-renewal is subject to either party's right to give 180 days' prior written notice of non-renewal, meaning that notice of non-renewal for the first renewal period must be provided by approximately January 1, 2022

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

This section 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

Ignoring the email in litigation would be counterproductive — it must be confronted and contextualized

Under Massachusetts law, a waiver of contractual rights generally must be "clear and unmistakable" and cannot be inferred from mere silence or delay, particularly where the contract requires written amendments

Nevertheless, we must develop the factual record on the timing of Penterra's awareness and the reasons for the delay