Distribution, Marketing and Sales Participation Sample Clauses

Distribution, Marketing and Sales Participation. In addition to LICENSEE's covenants contained in other sections of this Agreement, LICENSEE agrees: (a) [Intentionally omitted]. (b) to send, at LICENSEE's sole cost and expense, one or more persons to work with LICENSOR'S staff for the purpose of educating LICENSEE as to the image and concept of the Nautica Names and Marks and the implementation of such image and concept in the Territory; (c) [Intentionally omitted]. (d) to pay all cost and expense, including without limitation, cost for lodging, travel (business class) and meals, incurred by two representatives of LICENSOR in participating in any design meeting outside of New York City; (e) to keep confidential, and not disclose to any third party, any confidential information regarding LICENSOR or LICENSOR'S strategy, plan or concept regarding the manufacturing, marketing, distribution and sale of the Licensed Products or the development and enhancement of the Nautica Names and Marks except to the extent necessary to implement the purpose of this Agreement; (f) not to take any action, directly or indirectly, to circumvent the spirit of the parties in entering this Agreement; (g) not to design, manufacture, sell, distribute or promote any apparel or accessories based upon, or copied from, LICENSOR or any design, concept, sketch or other information obtained from LICENSOR or any Licensed Product; (h) [Intentionally omitted]. (i) to such additional covenants set forth in Item 13 of Schedule A hereto.
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Distribution, Marketing and Sales Participation. In addition to LICENSEE's covenants contained in other sections of this Agreement, LICENSEE agrees: (a) to assign the number and type of employees described in Item 11 of Schedule B hereto to work on matters solely related to the distribution, marketing and sale of the Licensed Products and the development and enhancement of the Nautica Names and Marks in the Territory; (b) to send, at LICENSEE's sole cost and expense, one or more persons to work with LICENSOR's staff for the purpose of educating LICENSEE as to the image and concept of the Nautica Names and Marks and the implementation of such image and concept in the Territory; (c) to participate, at its own cost and expense, in a minimum number of design meetings specified in such Item 11 of Schedule B during each 12 calendar month period commencing from the date of execution of this Agreement at the locations described in Item 11, unless another location is agreed to by LICENSOR; (d) to pay all reasonable costs and expenses, including without limitation, cost for lodging, travel (business class) and meals, incurred by two representatives of LICENSOR in participating in any meeting or attending trade shows, as set forth in Item 13 of Schedule B, hereof, for the Licensed Products outside of New York City; (e) as set forth in Section 14.12 hereof, to keep confidential, and not disclose to any third party, any non-public information regarding LICENSOR or LICENSOR's strategy, plan or concept regarding the manufacturing, marketing, distribution and sale of the Licensed Products or the development and enhancement of the Nautica Names and Marks, including, without limitation, this Agreement or any of the terms herein; (f) not to take any intentional action, directly or indirectly, to circumvent the spirit of the parties in entering this Agreement; (g) other than as required or permitted by this Agreement (including, in particular, Section 5.4 herein), not to design, manufacture, sell, distribute or promote any products copied from the Licensed Products or any related design element uniquely associated with Licensor and obtained from LICENSOR. (h) unless otherwise provided in Item 12 of Schedule B hereto, to operate the business authorized by this Agreement in a manner in which the personnel provided for in Item 12 shall be designated to work exclusively on the Nautica business. LICENSOR and LICENSEE each acknowledges and agrees, however, that Licensee may, for efficiency and cost - effectiveness, use personnel,...
Sample 1

Related to Distribution, Marketing and Sales Participation

  • Marketing and Sales Provide a detailed plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams, to include, but not limited to:

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Promotion and Marketing For the purpose of promotion and marketing, the Borrower hereby authorizes and consents to the reproduction, disclosure and use by the Lenders and the Agent of its name, identifying logo and the Facilities. The Borrower acknowledges and agrees that the Lenders shall be entitled to determine, in their sole discretion, whether to use such information; that no compensation will be payable by the Lenders or the Agent in connection therewith; and that the Lenders and the Agent shall have no liability whatsoever to it or any of its employees, officers, directors, affiliates or shareholders in obtaining and using such information as contemplated herein.

  • Joint Marketing ‌ The parties will consult about undertaking joint marketing of the Customer’s Services and the Network.

  • Advertising and Marketing Except in so far as herein expressly provided, the Service Provider shall not make or issue any formal or informal announcement (with the exception of Stock Exchange announcements), advertisement or statement to the media in connection with this Agreement or otherwise disclose the existence of this Agreement or the subject matter thereof to any other person without the prior written consent of SARS.

  • Marketing Plans Contractor and the Exchange recognize that Enrollees and other health care consumers benefit from efforts relating to outreach activities designed to increase heath awareness and encourage enrollment. The parties shall share marketing plans on an annual basis and with respect to periodic updates of material changes. The marketing plans of each of the Exchange and Contractor shall include proposed marketing approaches and channels and shall provide samples of any planned marketing materials and related collateral as well as planned, and when completed, expenses for the marketing budget. The Contractor shall include this information for both the Exchange and the outside individual market. The Exchange shall treat all marketing information provided under this Section as confidential information and the obligation of the Exchange to maintain confidentiality of this information shall survive termination or expiration of this Agreement.

  • Distribution Services 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

  • Marketing Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and advertisements unless Vendor negotiates this term to include a specific acceptable-use directive. Any use of TIPS’ name and logo or any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to xxxx@xxxx-xxx.xxx. For marketing efforts directed to TIPS Members, Vendor must request and execute a separate Joint Marketing Disclaimer, at xxxxxxxxx@xxxx-xxx.xxx, before TIPS can release contact information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art, music, or any other intellectual property (“Property”) or Vendor Data utilized, provided, or approved by Vendor during the course of the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees, officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property rights and/or claims arising from the Vendor’s (including Vendor’s officers’, employees’, agents’, Authorized Resellers’, subcontractors’, licensees’, or invitees’) unauthorized use or distribution of Vendor Data and Property.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

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