Common use of Distributor Covenants Clause in Contracts

Distributor Covenants. Distributor hereby covenants and agrees for the benefit of Ampio that Distributor shall: (a) conduct any promotion, advertising, marketing, distribution or sale of the Product in accordance with all applicable Laws and in material conformance with applicable industry codes, guidelines and standards, including each as amended and in force from time to time, and shall cultivate good relationships with Customers and potential customers in the Territory in accordance with sound commercial principles; (b) observe and comply with such storage, stock control and operational practices and procedures with respect to the Product as may be legally required and as Ampio may specify or approve from time to time; (c) not make any representation to Customers nor give any warranties other than those printed on the Product’ packaging or labeling or included within marketing or sales aid material or other Product information provided or agreed to by Ampio; (d) during the Term of this Agreement and for 3 years following expiration or termination of this Agreement, or such longer period as may be required by applicable Laws, maintain complete and accurate books of account and records showing orders placed, sales and services stock with respect to the Product; (e) not use the services of any Person debarred or suspended under section 306 of the Federal Food, Drug, and Cosmetic Act, as amended, or under the Brazilian ANVISA regulation, in performing its obligations or exercising its rights under this Agreement. Distributor shall promptly notify Ampio if any Person whose services Distributor is using in the performance of its obligations or exercise of its rights under this Agreement becomes debarred or suspended; (f) submit marketing materials relating to the Product, if any, to local Governmental Authorities in the Territory where such submissions are required or necessary or as directed by Ampio or any Governmental Authority; (g) be responsible for all reimbursement activity relating to the Product; (h) promote, advertise, market, distribute and sell the Product in the Territory in substantially the same manner as other of Distributor’s businesses; and (i) execute trade terms, quantity discount, settlement terms, etc. in substantially the same manner as other of Distributor’s businesses.

Distributor Covenants. Distributor hereby covenants and agrees for the benefit of Ampio Insulet that Distributor shall: (a) conduct any promotion, advertising, marketing, distribution or sale of the Product Products in accordance with all applicable Laws and in material conformance with applicable industry codes, guidelines and standards, including each as amended and in force from time to time, and shall cultivate good relationships with Customers and potential customers in the Territory in accordance with sound commercial principles; (b) observe and comply with such storage, stock control and operational practices and procedures with respect to the Product Products as may be legally required and as Ampio Insulet may specify or approve from time to time; (c) not make any representation to Customers nor give any warranties other than those printed on the ProductProducts’ packaging or labeling or included within marketing or sales aid material or other Product information provided or agreed to by AmpioInsulet; (d) during the Term of this Agreement and for 3 years following expiration or termination of this Agreement, or such longer period as may be required by applicable Laws, maintain complete and accurate books of account and records showing orders placed, sales and services stock with respect to the ProductProducts; (e) promote the Products solely for the indications and other conditions of use approved by the United States Food and Drug Administration (“FDA”) (or other Governmental Authority) as described in the Products’ package inserts or FDA-approved labeling; (f) not use the services of any Person debarred or suspended under section 306 of the Federal Food, Drug, and Cosmetic Act, as amended, or under the Brazilian ANVISA regulation, in performing its obligations or exercising its rights under this Agreement. Distributor shall promptly notify Ampio Insulet if any Person whose services Distributor is using in the performance of its obligations or exercise of its rights under this Agreement becomes debarred or suspended; (fg) submit marketing materials relating to the ProductProducts, if any, to local Governmental Authorities only in those countries in the Territory where such submissions are required or necessary or as directed by Ampio Insulet or any Governmental Authority; (gh) be responsible for all reimbursement activity relating to the ProductProducts; (hi) promote, advertise, market, distribute and sell the Product Products in the Territory in substantially the same manner as other of Distributor’s businesses; and (ij) execute trade terms, quantity discount, settlement terms, etc. in substantially the same manner as other of Distributor’s businesses.