Common use of APPOINTMENT AND TERRITORY Clause in Contracts

APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 July, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

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APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 JulyJune 18th, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Switzerland (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 JulyOctober 15, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Korea (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products Products, via its sales network, only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 July, Nov 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Ireland (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 JulyNovember 1, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Norway, Sweden, Denmark (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 July, 2010 (the 2010(the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Australia (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 July, 2010 (the July 2010(the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain the Belgium, Luxembourg and the Netherlands (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

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APPOINTMENT AND TERRITORY. 2.1 Effective as of 1 JulyJuly 1, 2010 (the 2010(the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Italy (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 JulyJanuary 1, 2010 2011 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Germany (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 JulyNovember 1, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Greece (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

APPOINTMENT AND TERRITORY. 2.1 2.1. Effective as of 1 JulyNovember 1, 2010 (the Effective Date), subject to the terms and conditions of this Agreement, Manufacturer hereby appoints Distributor as its sole distributor within Spain Turkey (the Territory) to resell the Products to Customers in the Field and the Territory, and Distributor accepts such appointment. Distributor shall not solicit customers for the Products outside of the Territory or the Field, or otherwise actively distribute, market or sell any Products outside of the Territory or the Field without written permission from the CEO of the Manufacturer. Subject to Distributor’s compliance with the terms and conditions hereof and during the Term, Manufacturer shall not appoint another distributor for the resale of the Products to Customers in the Field and the Territory. 2.2 2.2. Manufacturer reserves the right to modify any of the Products and their specification and to discontinue sale of any Product in accordance with Section 4.1 herein. 2.3 2.3. Recognizing the end use of the Products in healthcare, Distributor agrees to resell the Products only to Customers who have the technical skills and resources to use the Product in accordance with applicable laws in the Territory and the standard of care that could be reasonably expected in the healthcare industry. Distributor shall be an independent contractor, and no agency relationship, joint venture or partnership between the parties is created or shall be implied hereby. Distributor shall have no authority to, and agrees not to, bind Manufacturer to any obligation whatsoever. Distributor represents that it is competent under the laws of Territory to enter in to the Agreement and to act hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kips Bay Medical, Inc.)

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