Common use of Distribution Rights Clause in Contracts

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in the fifty United States and the District of Columbia and its territories, possessions and foreign military bases (the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 9) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in throughout the fifty United States and the District Dominion of Columbia and its territories, possessions and foreign military bases Canada (the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 9) 8) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.

Distribution Rights. (a) On the terms and subject to the conditions of this Agreement, Bollore hereby grants to the Distributor for the term of this Agreement (as defined in Section 6) the exclusive right to purchase the cigarette paper booklets sold under the trademark "ZIG-ZAG" listed on Schedule A (the "Products") from Bollore for resale in the fifty United States Hong Kong, Singapore, Dubai, Qatar, Oman and the District of Columbia and its territoriesJordan (collectively, possessions and foreign military bases (the "Territory"). During the term of this Agreement, Bollore shall not sell the Products to any person or company in the Territory other than the Distributor and, except as expressly otherwise provided in this Agreement, Bollore shall sell to the Distributor the quantities of the Products required by the Distributor. (b) The Distributor accepts the grant of such right and shall use its best efforts throughout the term of this Agreement to promote and sell the Products within and throughout the Territory. Except as expressly provided otherwise in this Agreement, the Distributor shall purchase all of its requirements of Products exclusively from Bollore. The Distributor shall have the sole right to determine the prices at and the terms upon which the Distributor shall sell the Products within the Territory and to determine the wholesalers and subdistributors and other customers to whom it sells the Products, provided, to the best of the Distributor's knowledge, all such parties use or resell the Products solely within the Territory. During the term of this Agreement, the Distributor shall not sell the Products outside the Territory (other than pursuant to, and in accordance with the terms of, a written agreement with Bollore) and shall not knowingly sell the Products to any party who, directly or indirectly, resells or distributes such Products outside, or sells to a third party for resale or distribution outside, the Territory, and shall immediately cease selling to any such party upon becoming aware of such party's sales outside the Territory. Bollore may select (a) other distributors for the Products in other territories, and (b) other distributors for any products not using the Marks (as defined in Section 9) 8) in the Territory. (c) The relationship between the parties is that of vendor and purchaser (rather than principal and agent, employer and employee, partners or joint venturers) and, accordingly, the Distributor is not empowered hereunder or otherwise (i) to act for or to bind Bollore, (ii) to accept service of process on behalf of Bollore in the Territory or (iii) to make any express or implied representation or warranty on behalf of Bollore; provided, however, that the Distributor may describe and represent itself as the exclusive distributor of the Products in the Territory. (d) The Distributor shall provide Bollore with information relating to unit sales volume and inventory of the Products in the Territory on at least a monthly basis consistent with past practices between Bollore and USTC and its affiliates. (e) The Distributor shall be solely responsible for securing all required import licenses, governmental approvals, permits and authorizations necessary for the importation and sale of the Products in the Territory; provided, however, that Bollore shall use its reasonable best efforts (at the Distributor's expense) to cooperate with the Distributor in securing such licenses, approvals, permits and authorizations. Bollore shall, at its own expense, supply any technical data and samples required in connection with necessary governmental registration of Products in the Territory; provided, however however, that the Distributor shall use such technical data and any other proprietary information obtained from Bollore solely for the purpose of obtaining such registration. Bollore shall be solely responsible for securing all required export licenses, governmental approvals, permits and authorizations necessary for the exportation of the Products from the country of manufacture; provided, however, that the Distributor shall use its reasonable best efforts (at Bollore's expense) to cooperate with Bollore in securing such licenses, approvals, permits and authorizations. The Distributor shall, at its own expense, supply such information and data as may be required in connection with obtaining any of the foregoing.