Common use of Appointment Authority Clause in Contracts

Appointment Authority. (a) Subject to the terms and conditions hereunder, Verisity hereby appoints Company as its exclusive distributor in the Territory to market, demonstrate and perform the Products and Services and sell, license and distribute the Products and Services, and Company hereby accepts such appointment. (b) In carrying out its obligations under this Agreement, but subject to the terms and conditions hereunder, Company may translate, at its expense, Verisity's standard Software License Agreement or promotional materials of Verisity into the local languages within the Territory or otherwise adapt the same to comply with any relevant local law and regulation so long as (i) such Software License Agreement and other materials are provided by Company to Verisity in advance of distribution thereof for Verisity's review and approval and (ii) any translations by Company hereunder are done in a first class and professional manner, and do not diminish Verisity's proprietary rights in the Products or, without Verisity's prior written consent, conflict with this Agreement or Verisity's then-current standard Software License Agreement. (c) Company is not granted a license or right to receive, use or distribute source code versions of the Products nor is Company granted a license or right to modify or alter in any manner or create derivative works of the Products. Company will not have the right to appoint sub-distributors or sub-agents. Company will not (i) promote or market Products or Services outside of the Territory, (ii) sell or license Products or Services outside of the Territory or (iii) register as a distributor or representative of Verisity in any country outside the Territory. (d) Notwithstanding any other provision of this Agreement, until such time as Verisity notifies Company otherwise in writing, Company will not take or accept any orders from End-Users for Products or Services before forwarding all such orders to Verisity, for written acceptance or rejection, in whole or in part, by Verisity.

Appointment Authority. (a) Subject to the terms and conditions hereundercontained herein, Verisity hereby appoints Company as its exclusive distributor representative in the Territory to market, (i) promote and demonstrate and perform the Products and Services and sellon behalf of Verisity, license and distribute the (ii) solicit orders for Products and Services, and (iii) provide first level customer support, and Company hereby accepts such appointment. (b) In carrying out its obligations under this Agreement, but subject to the terms and conditions hereunder, Company may translate, at its expense, Verisity's standard Software License Agreement or promotional materials of Verisity into the local languages within the Territory or otherwise adapt the same to comply with any relevant local law and regulation so long as (i) such Software License Agreement and other materials are provided by Company to Verisity in advance of distribution thereof for Verisity's review and approval and (ii) any translations by Company hereunder are done in a first class and professional manner, and do not diminish Verisity's proprietary rights in the Products or, without Verisity's prior written consent, or conflict with this Agreement or Verisity's then-current standard Software License Agreement. (c) Company is not granted a license or right to receive, use or distribute source code versions of the Products nor is Company granted a license or right to modify or alter in any manner or create derivative works of the Products. Company will not have the right to appoint sub-distributors representatives or sub-agents. Company will not (i) promote or market Products or Services outside of the Territory, unless specifically requested in writing by Verisity to do so, and within the specific scope and time frame of such specific request, (ii) sell or license Products or Services outside of the Territory Territory, or (iii) register as a distributor or representative of Verisity in any country outside the Territory. Notwithstanding the above, upon any independent use of Verisity's products the Company will sign, at the request of Verisity, a standard Verisity Software License Agreement. (d) Notwithstanding any other provision of this Agreement, until such time as Verisity notifies Company otherwise in writing, Company will not take or accept any orders from End-Users for Products or Services before forwarding Products, and it shall only forward all such orders to Verisity, Verisity for written acceptance or rejectionrejection of same, in whole or in part, by Verisity.. Verisity may, at its sole discretion, accept or reject orders, in whole or in part. Company agrees that it shall advise prospective End-Users of Verisity's right to reject orders, or any part thereof, as per the above, and further agrees not to purport to bind Verisity under any such order. It is hereby clarified that if Company will perform Services by itself and on its own account such as training and consulting and be paid directly by the End Users, it shall offer such Services only after receiving Verisity's prior written approval and only at their full price as listed from time to time on Exhibit B, as amended by Verisity as per the above, without any deduction and/or --------- reduction therefrom or under different prices agreed by Verisity in advance and in writing. It is clarified that Verisity has given its approval to Company giving training in Territory, at full Verisity list price as listed from time to time on Exhibit B, or according to signed agreements between customers and Verisity. ---------