Distributor Territories Sample Clauses

Distributor Territories. Digene shall terminate existing agreements, arrangements and understandings regarding the distribution of Products with Distributors in the Territory, unless such termination violates either the terms of any such agreement, arrangement or understanding, any applicable law, or both or such termination requires any payment by Digene. In such event, Digene shall use commercially reasonable efforts to negotiate, at Digene's cost, an arrangement whereby such agreement, arrangement or understanding (a) is terminated, or (b) is converted to non-exclusive; provided, however, that Digene shall have no obligations under this sentence if the cost of termination or conversion is, in Digene's sole judgment, unreasonable. For the non-exclusive Distributor Territories, a list of which is set forth on Schedule 1.30, Abboxx'x xxx its Affiliates' appointment hereunder shall be co-exclusive for the applicable Products as of the Effective Date and shall remain co-exclusive for such Products until termination of the applicable agreement, arrangement or understanding with a Distributor, at which time, the Distributor Territories that are subject to such agreement, arrangement or understanding shall become part of the applicable Territory for such Products. For the exclusive Distributor Territories, a list of which is set forth on Schedule 1.30, Abbott and its Affiliates shall have no rights to distribute the applicable Products therein until termination of the applicable agreement, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. arrangement or understanding with a Distributor, at which time, the Distributor Territories that are subject to such agreement, arrangement or understanding shall become part of the applicable Territory for such Products.
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Distributor Territories. Safety Sentry, Inc. reserves the right to implement, apply or append Distributor Territories and to impose same (if any) should Safety Sentry, Inc. decide to implement Territories and in no way will Master Distributor be held accountable for any assets, costs or losses relating to Distributor business activities of any kind in the event Territories are implemented. In the event Territories are implemented, retention of Distributor’s existing “customer base” is guaranteed by the Master Distributor, however; in the event the Master Distributor is made to comply with Territory decisions that will be set forth by Safety Sentry, Inc. the Master Distributor will make every effort to ensure Distributors retains existing “customer base”, but ultimately is solely answerable to Safety Sentry, Inc. It is the intent of Master Distributor that implementation of Territories will in no way adversely affect Distributors existing “customer base” and they are guaranteed retention of those established customers, wherever they may reside or do business, in any event and at no penalty. Should Territories become implemented for any reason, Distributors shall not establish or maintain any branch or distribution depot outside their assigned Territory(ies) for the sale of the Products. The Distributor may at their discretion opt out of the Distribution Agreement with no penalty.
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Related to Distributor Territories

  • Territory 43.1 This Agreement applies to the territory in which Verizon operates as an Incumbent Local Exchange Carrier in the Commonwealth of Pennsylvania. Verizon shall be obligated to provide Services under this Agreement only within this territory.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Distributors In addition to direct sales to Clients, Supplier grants Accenture: (i) the right to resell Products and Services to a third-party distributor (“Distributor”) for resale to Client or to a financing company for leasing to Client.

  • Product Marking LICENSEE agrees to xxxx the LICENSED PRODUCTs sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTs shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practices of the country of manufacture or sale.

  • Subdistributors Subject to the provisions of this Section 2.2, Nipro --------------- may appoint one or more third parties, with a reputation for competence and ethical behavior, within any portion of the Territory to distribute the FreeStyle Products in the Field of Use. Within twenty (20) days after the appointment of such Subdistributor, Nipro shall notify TheraSense of the identity of such Subdistributor. Nipro shall not sell or otherwise transfer the FreeStyle Products to any Subdistributor until such Subdistributor enters into a form of written agreement ("Subdistributor Agreement") with Nipro, binding the Subdistributor to terms and conditions substantially similar to those terms and conditions agreed upon by Nipro in this Agreement. Further, Nipro shall only grant Subdistributors the right to make sales of the FreeStyle Products in the Territory in the Field of Use. Nipro agrees to terminate a Subdistributor's right to distribute the FreeStyle Products promptly upon becoming aware that such Subdistributor, or its authorized distributor(s) or reseller(s), is selling or otherwise distributing the FreeStyle Products in violation of its Subdistributor Agreement. Each Subdistributor Agreement shall contain provisions making TheraSense a direct and intended third party beneficiary of such Subdistributor Agreement.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

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