Additional Obligations of Distributor. During the currency of this Agreement, in addition to any other obligations set forth herein, DISTRIBUTOR shall: use its best efforts in the performance of its obligations under this Agreement, including without limitation, in respect to the active solicitation of orders in the Territory for the purchase of Product; commit and adhere to the highest standards of operation, including those standards that may be prescribed by OWNER from time to time; provide to OWNER ongoing market evaluations for Product and use its best efforts to develop and enhance the OWNER name and brand image in order to increase market awareness and sales of such Product within the Territory; supply OWNER with records of all contacts made with present and prospective customers in the Territory, including the nature of such contacts; comply with and cause any sub-distributors or other Persons appointed by it to comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use, storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of the Product, as well as with the terms and conditions of this Agreement; and keep complete and accurate records with respect to any and all Product purchased from OWNER and sold by DISTRIBUTOR in the Territory, and DISTRIBUTOR shall provide to OWNER, on a monthly basis, a written sales and inventory report setting forth a summary of all sales by DISTRIBUTOR to customers in the previous month (and year to date), as well as a summary of inventory on hand, in order to be received by OWNER no later than fifteen (15) days after the end of the month to which such figures pertain.
Additional Obligations of Distributor. The following are additional obligations to be undertaken by the Distributor at the Distributor's sole expense:
Additional Obligations of Distributor. Immediately after the termination, expiration or assignment of this Agreement, and subject only to Distributor’s limited rights provided in Section 21.1, Distributor agrees to:
(i) immediately pay Licensor all amounts that Distributor owes and that are not disputed by Distributor in good faith pursuant to Section 12.4;
(ii) comply with all covenants described in Section 14 that apply after the expiration, termination or Transfer of this Agreement;
(iii) cease to use the Intellectual Property;
(iv) return all written copies of the Operating Procedures, or any portions thereof, as well as all signs, sign faces, brochures, advertising and promotional materials, forms, and any other materials bearing or containing any of the Marks and/or Copyrights, unless Licensor allow Distributor to transfer such items to an approved transferee;
(v) take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to Distributor’s use of any of the Marks;
(vi) provide Licensor with a list of all of Distributor’s current and former Customers who purchased Products; and
(vii) notify (a) all appropriate domain name registrars of the termination of Distributor’s right to use any domain names provided by Licensor or using the Marks (or any confusingly similar variation of the Marks) for the marketing, promotion and/or sale of Products (Distributor hereby authorizes these registrars to transfer such domain names to Licensor and Distributor authorizes Licensor, and appoints Licensor as Distributor’s attorney-in-fact to direct these registrars to transfer the domain names to Licensor if Distributor fails or refuses to do so); and (b) any regular, classified or other telephone directory listing agencies publishing listings or advertising using the Marks to remove the Marks from such listings at the next possible date.
Additional Obligations of Distributor. The DISTRIBUTOR shall at its own expense, unless otherwise stated, and consistent with the sales policies of the Manufacturer:
(a) Exert its commercial best efforts to sell and actively promote sales of the Product(s), solicit and obtain orders for the Product(s) and provide reasonable cooperation with the Manufacturer in carrying out promotional programs.
(b) Comply with all applicable laws, ordinances and regulations pertaining to responsibilities of a medical device distributor, including without limitation, the Food, Drug, and Cosmetic Act, Hazardous Substance Act, Clinical Laboratory Improvement Act of 1967, Clinical Laboratory Amendment, of 1988, Medical Device Amendments of 1976, and the Safe Medical Devices Act of 1990. Hold a valid resale permit or license, comply with Medical Device reports requirements applicable to a wholesale distributor, if any, pertaining to the reporting of adverse events and device deficiencies.
(c) Promptly refer all written and oral complaints concerning the Products to Manufacturer and keep a record of all such complaints.
(d) Use reasonable efforts to maintain an adequate inventory of the Product(s) to prevent back orders for the Product(s). Submit a written rolling annual forecast on a quarterly basis.
(e) Not use any trademark, trade name, or logo of the Manufacturer except as provided in this Agreement without prior written approval from the Manufacturer which can be revoked at any time for any reason or no reason. DISTRIBUTOR may affix its name, address and telephone number to Manufacturer's package or literature so long as the affixed material does not obliterate or obscure any information placed thereon by the Manufacturer.
(f) Distributor will make no representations or warranties or claims with respect to Products other than those specifically authorized by Manufacturer.
(g) Keep track of each individual sale for each Product to each customer and shall provide to the Manufacturer, as mutually agreed by the parties, point of sale information.
(h) Not relabel any Product, substitute, remove or modify any components of any Product, unseal or open any packaged product or otherwise tamper with any of the Products, unless mutually agreed to in writing by the parties.
Additional Obligations of Distributor. 5.1 Governmental Approvals, Registrations, Licenses and Permits. Distributor shall comply in all material respects with all laws, rules and regulations applicable to the marketing, distribution and sale of Products within the Territory. At all times during the Term of this Agreement, Distributor shall secure and maintain at its own expense all necessary Governmental Approvals required in connection with the use and resale of the Products in the Territory. Distributor shall notify the Company each time it submits an application for Governmental Approval and shall, if requested, supply the Company with copies of or access to Distributor's filings and shall keep the Company fully informed of the progress of each such application. The Company and Distributor agree to disclose promptly to the other all reports and any information which they have available or which become available to them relating to performance of, or any deleterious physiological effects caused by or related to, the Products. The Company shall reasonably cooperate with Distributor in connection with Distributor's efforts to obtain applicable Governmental Approvals, registrations, licenses and permits.
Additional Obligations of Distributor. (a) Sales and Marketing Efforts. Distributor shall use its best efforts to --------------------------- maximize sales of Products in the Territory. Distributor shall devote sufficient facilities and technically qualified sales and service personnel to the Products to fulfill its responsibilities under this Agreement. Distributor shall make use of promotional material supplied by Echelon. Distributor shall actively promote and market the Products, including, without limitation, selling and distributing the Products through its own sales force and marketing the Products in Distributor's catalogues, if any, as soon as possible. Without limiting the foregoing, Distributor shall fulfill the additional marketing obligations set forth in Exhibit E hereto.
Additional Obligations of Distributor. 10.1 During the currency of this Agreement, in addition to any other obligations set forth herein, Distributor shall:
(a) use its best efforts in the performance of its obligations under this Agreement, including without limitation, in respect to the active solicitation of orders in the Territory for the purchase of Product;
(b) commit and adhere to the highest standards of operation, including those standards that may be prescribed by Rubyfield from time to time;
(c) provide to Rubyfield ongoing market evaluations for Product and use its best efforts to develop and enhance the Rubyfield name and brand image in order to increase market awareness and sales of such Product within the Territory;
(d) supply Rubyfield with records of all contacts made with present and prospective customers in the Territory, including the nature of such contacts;
(e) comply with and cause any sub-distributors or other Persons appointed by it to comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use, storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of the Product, as well as with the terms and conditions of this Agreement; and
(f) keep complete and accurate records with respect to any and all Product purchased from Rubyfield and sold by Distributor in the Territory, and Distributor shall provide to Rubyfield, on a monthly basis, a written sales and inventory report setting forth a summary of all sales by Distributor to customers in the previous month (and year to date), as well as a summary of inventory on hand, in order to be received by Rubyfield no later than fifteen (15) days after the end of the month to which such figures pertain.
Additional Obligations of Distributor. Distributor shall cause its customers to comply with all applicable terms and conditions in this Agreement and Distributor shall remain responsible for the acts and omissions of its customers with respect to the same. In the event of breach by any of Distributor’s customers of the same, Distributor shall use reasonable efforts to ensure such breach is cured.
Additional Obligations of Distributor. (a) Minimum Sales Quota for Exclusivity in Distribution of the Vehicles in Korea. Distributor shall, at its own expense, promote the sale of the Vehicles within the Territory, provided that ZAP shall assist Distributor with the introduction of the Vehicles into the Territory. Prior to the end of each year of this Agreement, ZAP shall determine the sales quota (“Sales Quota”) for the next subsequent year. The Sales Quota shall be expressed in U.S. Dollars based on the aggregate value of total sales under this Agreement with additional quotas for each model sold pursuant to this Agreement. Distributor shall be required to satisfy the minimum Sales Quota for each one year term of this Agreement. As set forth in Section 8(a) of this Agreement, Distributor shall not have the right to renew this Agreement for the following year if Distributor has not satisfied the Sales Quota for the then current year.
Additional Obligations of Distributor. During the currency of this Agreement, in addition to any other obligations set forth herein, DISTRIBUTOR shall: use its best efforts in the performance of its obligations under this Agreement, including without limitation, in respect to the active solicitation of orders in the Territory for the purchase of Product; commit and adhere to the highest standards of operation, including those standards that may be prescribed by OWNER from time to time; provide to OWNER ongoing market evaluations for Product and use its best efforts to develop and enhance the OWNER name and brand image in order to increase market awareness and sales of such Product within the Territory; the Distributor must use the software which is provided by the Owner to all customers in all procedure of business; comply with and cause any sub-distributors or other Persons appointed by it to comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use, storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of the Product, as well as with the terms and conditions of this Agreement;
