Common use of DISTRIBUTOR'S OBLIGATIONS Clause in Contracts

DISTRIBUTOR'S OBLIGATIONS. 4.1 Distributor agrees: A. To use its best efforts to effectively market the Products; B. To maintain an adequate inventory of the Products to ensure rapid customer delivery. C. To make the minimum annual payments to GDTI specified in Schedule C. D. To promote the licensing and distribution of the Products through regular contact with customers in the Authorized Area. E. To keep Distributor's customers in the Authorized Area advised of new GDTI products, as may be advised by GDTI from time to time and to distribute promptly to its customers any updates, upgrades, patches or revisions to the Products provided by GDTI. F. To cooperate with and assist in advertising and sales campaigns instituted by GDTI for the Products in the Authorized Area. This applies only in Authorized Area coverage. Distributor will develop promotional materials and make copies available at no charge to GDTI, subject to GDTI’s prior approval of any such materials. GDTI may use, reproduce, distribute, publish, display and make derivative works of such materials as it sees fit. G. To provide, at its sole expense, an effective means of demonstrating the capabilities of the Products to potential and existing customers. To distribute to its customers technical material related to the Products, provided that all such material not provided directly by GDTI must be approved in writing by GDTI prior to distribution. Such approval will not be unreasonably denied or delayed. To request approval pursuant to this subsection, Distributor shall send copies of such material and a request for approval to the attention of GDTI President at the address specified in paragraph 20H. H. To conduct advertising and sales campaigns with respect to the Products using all kinds of promotional material including, but not limited to, press releases, exhibition panels, show boards and catalogues. Distributor agrees to refrain from making any claim, representation or warranty concerning the Products in excess of those made by GDTI, and shall not create any cartons, packaging or labels for the Products without GDTI's prior written approval of such cartons, packaging or labels. GDTI shall have the continuing right to inspect and review Distributor's advertising and sales material, and packaging, and to disapprove it or require such modification as GDTI deems advisable. In the event GDTI exercises its approval rights hereunder, Distributor, upon written notice, shall modify such material and/or packaging to comply with GDTI's instructions. Distributor shall display the Products at those trade shows at which it exhibits any other products. I. To prominently display on all advertisements and sales material related to the Products, current GDTI trademarks and logos supplied or approved by GDTI. All goodwill arising from such display of GDTI trademarks shall accrue to GDTI. J. Within 30 days following the end of each calendar quarter during the term of this Agreement, to furnish to GDTI a certified statement for such calendar quarter disclosing (i) the volume of each Product licensed and the types of license under which the Product was licensed, (ii) the gross revenue received by Distributor from licensing and distributing each Product and performing the Support Services during such calendar quarter, and (iii) the amount payable to GDTI with respect to the licensing and distribution of each Product and the performance of Support Services, in each case during such calendar quarter. Concurrently with the delivery of such a statement, Distributor shall pay GDTI any amounts payable to GDTI with respect to such calendar quarter not previously paid to GDTI. K. To provide to GDTI within the 60 days following the Effective Date, a forecast of licensing and distribution by Product for the initial twelve (12) month period following the Effective Date, at the address specified in paragraph 20H. Monthly rolling forecasts of licensing and distribution by Product will be provided by Distributor thereafter every quarter. L. To assign an individual who will act as account coordination manager for GDTI and the Products. This individual will assist GDTI and its representatives in the creation and dissemination of all necessary reports, policies and procedures in the fulfillment of this Agreement. M. To extend to customers any express warranty given by GDTI to Distributor relating to the Products. Distributor itself may not provide any additional warranties relating to the Products for or on behalf of GDTI to customers. N. To use its best efforts to enforce or to assist GDTI in enforcing the terms and conditions of sub distributor agreements and end user license agreements. O. To provide support services to end users other than Tier 3 Support Services (as defined below), including on-site installation of the Products, the training of end users in the use of the Products, and the provision of technical assistance in the use and operation of the Products by telephone twenty-four (24) hours per day, seven days per week, three hundred sixty-five (365) days per year (collectively, the “Support Services”). P. Not to license, sell, lease, rent, license, sublicense or otherwise distribute in the Authorized Area any product that performs functions substantially similar to those performed by any GDTI Product. 4.2 Distributor acknowledges that GDTI may disclose to Distributor information, data, programming, systems, technical information, designs, ideas, data formats and files, plans, lists of customer and potential or prospective customers, specifications, formulas, drawings, sketches, prototypes, tools, samples, reports and notes, operating instructions, source code and similar information, whether of a technical, engineering, operating design or economic nature, forming part of or relating to the Products or otherwise relating to the subject matter of this Agreement, all of which Distributor agrees are confidential and proprietary to GDTI (collectively, the “Licensor Confidential Information”). Distributor hereby acknowledges and agrees that: A. The Licensor Confidential Information has been disclosed to it solely and exclusively for the purposes contemplated herein; and B. GDTI shall be materially injured by reason of any breach by Distributor of the provisions of this Section 4.2, and GDTI shall be entitled to injunctive relief to restrain any such breach or anticipated breach hereof and to specifically enforce the provisions hereof. Distributor further acknowledges that the foregoing rights and remedies of GDTI are in addition to the rights and remedies otherwise available to GDTI in equity or at law. C. Distributor hereby covenants and agrees that it (i) shall treat the Licensor Confidential Information as strictly confidential, (ii) shall not disclose the Licensor Confidential Information to any third party except for its employees and independent contractors who need to know the Licensor Confidential Information in order to fulfill the obligations of Distributor under this Agreement, and (iii) shall make use of same solely and exclusively for the purpose of fulfilling the obligations of Distributor hereunder. Without in any way limiting the generality of the foregoing, Distributor hereby undertakes that it shall not use, provide, furnish, disclose or permit the use, provision, furnishing or disclosure of any part of the Licensor Confidential Information except for the purposes expressly permitted hereunder.

DISTRIBUTOR'S OBLIGATIONS. 4.1 Distributor agrees: A. To use its best efforts to effectively market the Products;; 4 B. To maintain an adequate inventory of the Products to ensure rapid customer delivery. C. To make the minimum annual payments to GDTI specified in Schedule C. D. To promote the licensing and distribution of the Products through regular contact with customers in the Authorized Area. E. To keep Distributor's customers in the Authorized Area advised of new GDTI products, as may be advised by GDTI from time to time and to distribute promptly to its customers any updates, upgrades, patches or revisions to the Products provided by GDTI. F. To cooperate with and assist in advertising and sales campaigns instituted by GDTI for the Products in the Authorized Area. This applies only in Authorized Area coverage. Distributor will develop promotional materials and make copies available at no charge to GDTI, subject to GDTI’s prior approval of any such materials. GDTI may use, reproduce, distribute, publish, display and make derivative works of such materials as it sees fit. G. To provide, at its sole expense, an effective means of demonstrating the capabilities of the Products to potential and existing customers. . H. To distribute to its customers technical material related to the Products, provided that all such material not provided directly by GDTI must be approved in writing by GDTI prior to distribution. Such approval will not be unreasonably denied or delayed. To request approval pursuant to this subsection, Distributor shall send copies of such material and a request for approval to the attention of GDTI President at the address specified in paragraph 20H. H. I. To conduct advertising and sales campaigns with respect to the Products using all kinds of promotional material including, but not limited to, press releases, exhibition panels, show boards and catalogues. Distributor agrees to refrain from making any claim, representation or warranty concerning the Products in excess of those made by GDTI, and shall not create any cartons, packaging or labels for the Products without GDTI's prior written approval of such cartons, packaging or labels. GDTI shall have the continuing right to inspect and review Distributor's advertising and sales material, and packaging, and to disapprove it or require such modification as GDTI deems advisable. In the event GDTI exercises its approval rights hereunder, Distributor, upon written notice, shall modify such material and/or packaging to comply with GDTI's instructions. Distributor shall display the Products at those trade shows at which it exhibits any other products. I. J. To prominently display on all advertisements and sales material related to the Products, current GDTI trademarks and logos supplied or approved by GDTI. All goodwill arising from such display of GDTI trademarks shall accrue to GDTI. J. K. Within 30 days following the end of each calendar quarter during the term of this Agreement, to furnish to GDTI a certified statement for such calendar quarter disclosing (i) the volume of each Product licensed and the types of license under which the Product was licensed, (ii) the gross revenue received by Distributor from licensing and distributing each Product and performing the Support Services during such calendar quarter, and (iii) the amount payable to GDTI with respect to the licensing and distribution of each Product and the performance of Support Services, in each case during such calendar quarter. Concurrently with the delivery of such a statement, Distributor shall pay GDTI any amounts payable to GDTI with respect to such calendar quarter not previously paid to GDTI. K. L. To provide to GDTI within the 60 days following the Effective Date, a forecast of licensing and distribution by Product for the initial twelve (12) month period following the Effective Date, at the address specified in paragraph 20H. Monthly rolling forecasts of licensing and distribution by Product will be provided by Distributor thereafter every quarter. L. M. To assign an individual who will act as account coordination manager for GDTI and the Products. This individual will assist GDTI and its representatives in the creation and dissemination of all necessary reports, policies and procedures in the fulfillment of this Agreement. M. N. To extend to customers any express warranty given by GDTI to Distributor relating to the Products. Distributor itself may not provide any additional warranties relating to the Products for or on behalf of GDTI to customers. N. O. To use its best efforts to enforce or to assist GDTI in enforcing the terms and conditions of sub distributor subdistributor agreements and end user license agreements. O. P. To provide support services to end users other than Tier 3 Support Services (as defined below), including on-site installation of the Products, the training of end users in the use of the Products, and the provision of technical assistance in the use and operation of the Products by telephone twenty-four (24) hours per day, seven days per week, three hundred sixty-five (365) days per year (collectively, the “Support Services”). P. Q. Not to license, sell, lease, rent, license, sublicense or otherwise distribute in the Authorized Area any product that performs functions substantially similar to those performed by any GDTI Product. 4.2 Distributor acknowledges that GDTI may disclose to Distributor information, data, programming, systems, technical information, designs, ideas, data formats and files, plans, lists of customer and potential or prospective customers, specifications, formulas, drawings, sketches, prototypes, tools, samples, reports and notes, operating instructions, source code and similar information, whether of a technical, engineering, operating design or economic nature, forming part of or relating to the Products or otherwise relating to the subject matter of this Agreement, all of which Distributor agrees are confidential and proprietary to GDTI (collectively, the “Licensor Confidential Information”). Distributor hereby acknowledges and agrees that: A. The Licensor Confidential Information has been disclosed to it solely and exclusively for the purposes contemplated herein; and B. GDTI shall be materially injured by reason of any breach by Distributor of the provisions of this Section 4.2, and GDTI shall be entitled to injunctive relief to restrain any such breach or anticipated breach hereof and to specifically enforce the provisions hereof. Distributor further acknowledges that the foregoing rights and remedies of GDTI are in addition to the rights and remedies otherwise available to GDTI in equity or at law. C. Distributor hereby covenants and agrees that it (i) shall treat the Licensor Confidential Information as strictly confidential, (ii) shall not disclose the Licensor Confidential Information to any third party except for its employees and independent contractors who need to know the Licensor Confidential Information in order to fulfill the obligations of Distributor under this Agreement, and (iii) shall make use of same solely and exclusively for the purpose of fulfilling the obligations of Distributor hereunder. Without in any way limiting the generality of the foregoing, Distributor hereby undertakes that it shall not use, provide, furnish, disclose or permit the use, provision, furnishing or disclosure of any part of the Licensor Confidential Information except for the purposes expressly permitted hereunder.

DISTRIBUTOR'S OBLIGATIONS. 4.1 a. Distributor agrees: A. To use its best efforts shall pay Supplier for Product and any other items sold by Supplier to effectively market Distributor in accordance with the Products; B. To maintain an adequate inventory prices and terms of the Products sale set forth in this Agreement or otherwise agreed to ensure rapid customer delivery. C. To make the minimum annual payments to GDTI specified in Schedule C. D. To promote the licensing and distribution of the Products through regular contact with customers in the Authorized Area. E. To keep Distributor's customers in the Authorized Area advised of new GDTI products, as may be advised by GDTI from time to time and to distribute promptly to its customers any updates, upgrades, patches or revisions to the Products provided by GDTI. F. To cooperate with and assist in advertising and sales campaigns instituted by GDTI for the Products in the Authorized Area. This applies only in Authorized Area coverage. Distributor will develop promotional materials and make copies available at no charge to GDTI, subject to GDTI’s prior approval of any such materials. GDTI may use, reproduce, distribute, publish, display and make derivative works of such materials as it sees fit. G. To provide, at its sole expense, an effective means of demonstrating the capabilities of the Products to potential and existing customers. To distribute to its customers technical material related to the Products, provided that all such material not provided directly by GDTI must be approved in writing by GDTI prior to distribution. Such approval will not be unreasonably denied or delayed. To request approval pursuant to this subsection, Distributor shall send copies of such material Supplier and a request for approval to the attention of GDTI President at the address specified in paragraph 20H. H. To conduct advertising and sales campaigns with respect to the Products using all kinds of promotional material including, but not limited to, press releases, exhibition panels, show boards and catalogues. Distributor agrees to refrain from making any claim, representation or warranty concerning the Products in excess of those made by GDTI, and shall not create any cartons, packaging or labels for the Products without GDTI's prior written approval of such cartons, packaging or labels. GDTI shall have the continuing right to inspect and review Distributor's advertising and sales material, and packaging, and to disapprove it or require such modification as GDTI deems advisable. In the event GDTI exercises its approval rights hereunder, Distributor, upon written notice, shall modify such material and/or packaging to comply with GDTI's instructions. Distributor shall display the Products at those trade shows at which it exhibits any other products. I. To prominently display on all advertisements and sales material related to the Products, current GDTI trademarks and logos supplied or approved by GDTI. All goodwill arising from such display payments shall be due within [***] days of GDTI trademarks shall accrue to GDTI. J. Within 30 days following the end of each calendar quarter during the term of this Agreement, to furnish to GDTI a certified statement for such calendar quarter disclosing (i) the volume of each Product licensed and the types of license under which the Product was licensed, (ii) the gross revenue received by Distributor from licensing and distributing each Product and performing the Support Services during such calendar quarter, and (iii) the amount payable to GDTI with respect to the licensing and distribution of each Product and the performance of Support Services, in each case during such calendar quarter. Concurrently with the delivery of such a statement, Products and items to Distributor. b. Distributor shall pay GDTI any amounts payable materially comply with all laws, rules, regulations, requirements, orders and ordinances now in effect or which may hereafter be enacted or promulgated applicable to GDTI with respect to such calendar quarter not previously paid to GDTI. K. To provide to GDTI within the 60 days following the Effective Date, a forecast of licensing and distribution by Product for the initial twelve (12) month period following the Effective Date, at the address specified in paragraph 20H. Monthly rolling forecasts of licensing and distribution by Product will be provided by Distributor thereafter every quarter. L. To assign an individual who will act as account coordination manager for GDTI and the Products. This individual will assist GDTI and its representatives in the creation and dissemination of all necessary reports, policies and procedures in the fulfillment of operations or obligations under this Agreement. M. To extend c. Distributor shall use reasonable efforts to customers any express warranty given by GDTI promote the sale of Product in the Territory and to Distributor relating maintain a business organization and equipment necessary to function properly in the Productsmanufacture, sale and distribution of Product. Distributor itself may engage such subdistributors, agents or other third parties to assist it in the performance of this Agreement as Distributor deems appropriate. d. Distributor shall not provide sell or distribute Product outside the Territory or sell the Product to any additional warranties relating person that Distributor knows or has reason to believe is likely to resell the Products outside the Territory. Supplier shall include in all distribution agreements entered into hereafter, and use diligent efforts to add to all existing distribution agreements, a provision [***]. in all its bottling and distribution agreements with all [***]. e. Distributor and Supplier shall jointly prepare and execute a reasonable Annual Marketing Plan for the Products for or each marketing year, including participation in such marketing programs as the parties shall agree. For the first year of the term hereof, the Annual Marketing Plan is as set forth on behalf Exhibit “D.” If Distributor and Supplier are unable to agree on an Annual Marketing Plan for any subsequent year, [***]shall govern until agreement is reached. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] f. Supplier shall cover [***]% of GDTI any and all slotting fees, subject to customersSupplier’s approval. Supplier agrees to commit not less than $[***]in slotting fees in the Territory during [***]. Supplier agrees to [***] to ensure payment of [***] to [***] by Supplier to a chain customer. Supplier and Distributor shall agree upon Supplier’s commitment for slotting fees for each subsequent seven-year renewal term. N. To use g. Distributor shall maintain and submit to Supplier at reasonable intervals sales, marketing and similar reports relating to Product in a mutually agreed form; provided that Distributor shall not be required to provide [***] information. Distributor shall maintain and submit to Supplier reports on [***], aggregated by [***] but without [***] data, on a [***] basis. h. Except as otherwise provided in this Agreement, Distributor shall not sell, transfer, convey, assign, or otherwise dispose of all or any part of its best efforts interest in this Agreement without the prior written consent of Supplier, provided that such consent is not unreasonably withheld; and provided further that no consent shall be required for any transfer so long as the majority of the outstanding voting shares or other form of voting ownership of the entity holding Distributor’s rights and obligations under this Agreement is held by: [***] (“Family Members”); or any trusts for the benefit of any Family Members of any of them; or any corporation or other business entity controlled by [***], Family Members or such trusts. It shall be presumptively unreasonable for Supplier to enforce withhold its consent to any transfer of Distributor’s rights under this Agreement to any transferee that has, or the senior management of which has, at least [***] in the beverage industry and [***] of at least [***] during the [***]period immediately preceding the month in which Distributor notifies Supplier of the identity of the proposed transferee. i. Distributor warrants and represents to assist GDTI in enforcing Supplier that it is free to enter into this Agreement and is not under any obligation, written or otherwise, to any other party which would prevent Distributor from complying with all the terms and conditions of sub distributor agreements and end user license agreements. O. To provide support services to end users other than Tier 3 Support Services (as defined below), including on-site installation of the Products, the training of end users in the use of the Products, and the provision of technical assistance in the use and operation of the Products by telephone twenty-four (24) hours per day, seven days per week, three hundred sixty-five (365) days per year (collectively, the “Support Services”). P. Not to license, sell, lease, rent, license, sublicense or otherwise distribute in the Authorized Area any product that performs functions substantially similar to those performed by any GDTI Product. 4.2 Distributor acknowledges that GDTI may disclose to Distributor information, data, programming, systems, technical information, designs, ideas, data formats and files, plans, lists of customer and potential or prospective customers, specifications, formulas, drawings, sketches, prototypes, tools, samples, reports and notes, operating instructions, source code and similar information, whether of a technical, engineering, operating design or economic nature, forming part of or relating to the Products or otherwise relating to the subject matter of this Agreement, all of which Distributor agrees are confidential and proprietary to GDTI (collectively, the “Licensor Confidential Information”). Distributor hereby acknowledges and agrees that: A. The Licensor Confidential Information has been disclosed to it solely and exclusively for the purposes contemplated herein; and B. GDTI shall be materially injured by reason of any breach by Distributor of the provisions of this Section 4.2, and GDTI shall be entitled to injunctive relief to restrain any such breach or anticipated breach hereof and to specifically enforce the provisions hereof. Distributor further acknowledges that the foregoing rights and remedies of GDTI are in addition to the rights and remedies otherwise available to GDTI in equity or at law. C. Distributor hereby covenants and agrees that it (i) shall treat the Licensor Confidential Information as strictly confidential, (ii) shall not disclose the Licensor Confidential Information to any third party except for its employees and independent contractors who need to know the Licensor Confidential Information in order to fulfill the obligations of Distributor under this Agreement, and (iii) shall make use of same solely and exclusively for the purpose of fulfilling the obligations of Distributor hereunder. Without in any way limiting the generality of the foregoing, Distributor hereby undertakes that it shall not use, provide, furnish, disclose or permit the use, provision, furnishing or disclosure of any part of the Licensor Confidential Information except for the purposes expressly permitted hereunder.