Covenants of Distributor. Distributor shall perform, at Distributor’s expense, the following duties to ShieldZone’s satisfaction:
Covenants of Distributor. 7.1 During the Term of this Agreement and for two (2) years after the expiration or termination thereof, Distributor agrees to not directly or indirectly compete with Manufacturer, or to own or to operate, or participate, with any other person or entity, any business or enterprise in competition with the manufacturer, with respect to sale of the Products.
7.2 Distributor shall use the Confidential Information (as hereinafter defined) solely in connection with this Agreement. Except to the extent necessary and appropriate to promote, sell, and provide support services for the Products or to otherwise perform its obligations under this Agreement, Distributor will not copy any Confidential Information and will hold in strictest confidence the Confidential Information and will use the same degree of diligence and effort to protect the Confidential Information from disclosure to third parties as Distributor uses to protect its own confidential information; provided that in no event shall Distributor use less than reasonable diligence and effort in protecting the Confidential Information. In the event of any unauthorized use or disclosure of any of the Confidential Information, Distributor shall notify Manufacturer immediately after Distributor becomes aware of such use or disclosure and will cooperate in all respects with Manufacturer to prevent any further use and/or regain possession of the Confidential Information. “Confidential Information” shall mean all information disclosed by Manufacturer to Distributor or learned from any source by Distributor in connection herewith relating to Manufacturer’s technical, marketing, product and business affairs, including, without limitation, customer lists and financial, price, trade secret and other proprietary information, whether in oral, graphic, written or electronic form; provided, however, that Confidential Information shall not include information which (a) was known to Distributor prior to disclosure by Manufacturer, or (b) was in the public domain or subsequently enters the public domain other than by a breach of this Agreement. Notwithstanding anything to the contrary contained herein, Manufacturer shall retain all rights to the Confidential Information.
Covenants of Distributor. 9.1 Distributor shall not:
(a) Copy. Reproduce, reverse engineer, disassemble, decompile, customize or otherwise modify the Products without prior written consent of MetaCreations
Covenants of Distributor. 7.1 Distributor hereby accepts the grant of rights set forth in Section 1 and agrees to use its best efforts to sell and promote the Products throughout the Territory.
7.2 Distributor shall notify OGI if Distributor learns that any other person, firm, corporation, limited liability company or other entity or association is using a copyright, trade name, trademark, patent or design that is substantially or confusingly similar to those owned by or used pursuant to the authority of OGI.
7.3 Distributor shall not sell Products to any party outside of the Territory or to any party seeking to purchase Products with the intent of reselling them outside of the Territory or under another brand name or trademark or trade name. Distributor shall forward to OGI all inquiries regarding the purchase of Products from interested parties outside of the Territory.
Covenants of Distributor. In addition to the other covenants in this Agreement, DISTRIBUTOR shall:
a). provide competent and capable personnel to provide Sales, Marketing, Installations, Training and Software Support;
b). market, promote, advertise, demonstrate and license DISTRIBUTOR/Data only in compliance with the laws, rules, regulations and policies of any authority having jurisdiction in any portion of the Territory;
c). apply for and obtain all necessary licenses, permits or other authorizations required by law in any area in the Territory in relation to the promotion, advertising, marketing and licensing of DISTRIBUTOR/Data;
d). as soon as practicably possible notify Pixxures in writing of any threatened litigation against Pixxures involving a claim for breach of copyright, trademark or patent or any alleged defect of the Data in DISTRIBUTOR/Data;
e). place all copyright, trademark, trade secrets or other proprietary markings, confidentially legends or notices upon DISTRIBUTOR/Data as specified by Pixxures;
f). not make any representations or give any warranties with respect to the Data or DISTRIBUTOR/Data to potential customers except those made by Pixxures in Data Documentation, the Software License Agreement or with the consent of Pixxures;
g). perform all duties herein in good faith and in all matters deal fairly with Pixxures; and
h). ensure that the DISTRIBUTOR/Data software license agreement with the Customer ensures that no Customer may use DISTRIBUTOR/Data in order to start a company, division or service in competition with Pixxures.
Covenants of Distributor. Distributor shall maintain adequate sales service and warehouse facilities and shall use its best efforts to market and sell at wholesale and/or retail the Product, and shall make adequate advertising expenditures to promote and secure the maximum sale and distribution throughout the Territory.
a. The Distributor shall maintain facilities and a business and sales organization to develop the distribution and sale of the Product to retail and wholesale outlets.
b. The Distributor shall purchase and maintain an inventory of the Product sufficient to meet the retail and wholesale needs of the Territory.
c. Distributor shall pay promptly for the product in accordance with the terms and provisions of this Agreement.
d. Distributor shall be solely responsible for any expense of any kind whatsoever incurred by Distributor in the advertising, sale, or distribution of the Product.
Covenants of Distributor. Distributor will at all times, unless consented to in writing by FilmCo (which consent shall be given or not given by FundCo on FilmCo’s behalf):
Covenants of Distributor. Distributor agrees that Distributor will:
A. Provide LDC with Data Elements and Variable Data Elements in accordance with LDC's POS System requirements as from time to time modified by LDC to Distributor.
B. Provide LDC with the Variable Data Elements on a timely basis in order to assure that the necessary quantity of Variable Data Elements is maintained in the Server so as to order to assure the uninterrupted flow of Variable Data Elements through the POS System to Distributor's Accounts.
C. Establish, maintain and make available to LDC upon request a correct and current database file using software provided by LDC for each Distributor Account that uses the P0S System in order to assure proper operation of the POS System reporting.
D. Supply the necessary quantity of Blank System Cards to Distributors Accounts in order to assure the uninterrupted flow of Products and Data Elements through the POS System at each Distributor Account's Location, unless otherwise agreed to in writing between LDC and Distributor. In all cases, the Distributor's Blank System Cards supplied from time to time by Distributor to Distributor's Accounts must comply with specifications from time to time established by LDC in order to assure that such Distributor's Products work properly with the System Equipment to assure proper operation of the POS System. Distributor shall provide LDC with twenty (20) Blank System Cards to test and approve prior to Distributor sending such cards to Distributor Accounts. Blank System Cards shall be provided to Distributors Accounts by and at the cost of Distributor. LDC will upon request provide Distributor with information on current suppliers of Blank System Cards.
E. Assure that all Products sold by Distributor Accounts utilizing the System Equipment are processed through the POS System.
F. Maintain appropriate technical points of contact responsible for management of Product pin numbers and support activities.
G. Not tamper with the System Equipment or Software, nor reverse engineer or decompile or attempt to reverse engineer or decompile any system Equipment or Software, nor allow any of its agents, employees or Accounts to do so.
Covenants of Distributor
