Agreements with Sales Agents Sample Clauses

Agreements with Sales Agents. In order for any agreement under which Reselling Party engages a Sales Agent to exercise any of the rights and licenses granted under Section 3.1 or Section 3.2 (each, a “Sales Agent Agreement”) to be valid and effective, such Sales Agent Agreement must: (a) be in writing and entered into prior to the engagement of the applicable Sales Agent; (b) terminate upon expiration or termination of this Reseller Agreement; (c) contain terms and conditions that are at least as protective of the Selling Party Products and Selling Party Services as the terms and conditions of this Reseller Agreement, including contractual terms that: (i) grant the Sales Agent a non-transferable right to exercise the rights and/or licenses under Section 3.1 or Section 3.2 that Reselling Party or Sales Agent wishes to pass-through during the Term, subject to all applicable terms of this Reseller Agreement; (ii) require strict compliance with all Applicable Laws, including in connection with distribution of Selling Party Product(s) outside the United States; (iii) prohibit ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED the removal of any copyright or other proprietary notices; (iv) prohibit causing or permitting the reverse engineering, disassembly or decompilation of the Selling Party Product(s); (v) prohibit title to the Selling Party Products or Selling Party Services from passing to the Sales Agent; (vi) disclaim Selling Party’s liability to the Sales Agent for damages, whether direct or indirect, incidental or consequential or for loss of profits, arising in connection with the Sales Agent Agreement, (vii) state that Selling Party disclaims any warranty of any kind directly to the Sales Agent with respect to the Selling Party Product(s) except as expressly set forth in this Strategic Alliance Agreement, including any warranty of performance, title, merchantability, fitness for a particular purpose and non-infringement; and (viii) designate Selling Party as a third party beneficiary under the applicable agreement. In such Sales Agent Agreements, the foregoing references to “Selling Party” may be made by referencing “[Reselling Party’s] licensor[s]”.
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Related to Agreements with Sales Agents

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  • Agreements with Regulatory Agencies Except as set forth on Schedule E, neither the Company nor any Company Subsidiary is subject to any material cease-and-desist or other similar order or enforcement action issued by, or is a party to any material written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006, has adopted any board resolutions at the request of, any Governmental Entity (other than the Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company Subsidiaries) that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies or procedures, its internal controls, its management or its operations or business (each item in this sentence, a “Regulatory Agreement”), nor has the Company or any Company Subsidiary been advised since December 31, 2006 by any such Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. The Company and each Company Subsidiary are in compliance in all material respects with each Regulatory Agreement to which it is party or subject, and neither the Company nor any Company Subsidiary has received any notice from any Governmental Entity indicating that either the Company or any Company Subsidiary is not in compliance in all material respects with any such Regulatory Agreement. "Appropriate Federal Banking Agency" means the “appropriate Federal banking agency” with respect to the Company or such Company Subsidiaries, as applicable, as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)).

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