DISTRIBUTOR'S RESPONSIBILITIES. In addition to all other rights and obligations created by this Agreement, Distributor shall:
2.1.1 Use its best efforts in the Territory to market, sell, distribute, promote and support the Products including, when the necessary licenses (if any) are obtained, the requirement to advertise the Products and participate and exhibit the Products at no less than four major local exhibitions per year (but if there are less than four such major local exhibitions per year, then such lesser number of exhibitions) in the Territory;
2.1.2 Maintain qualified staff to accomplish the market objectives as may be agreed from time to time between the parties hereto for the Products;
2.1.3 Provide reasonably adequate and competent technical assistance in support of any prospective or actual Product sales in the Territory including training salesmen and end users;
2.1.4 Provide reasonably adequate customer and technical support for the Products and reasonably assist Empyrean in the discharge of obligations to customers;
2.1.5 Provide to end users written instructions which have been determined by Empyrean as to the usage of each of the Products;
2.1.6 Work with Empyrean quarterly to determine Distributor's estimated Product needs for the next quarter, marketing potential, trends and forecasts, competition, marketing techniques, current developments in the Territory, changes of regulations governing the sale of Products in the Territory and amounts of Products sold;
2.1.7 Comply with all present and future regulations and/or licensing requirements promulgated by authorized governmental authorities effective during the term of this Agreement and required in order to carry out the terms of this Agreement;
2.1.8 Maintain all relevant written documentation and provide the same to Empyrean on Distributor's customer pricing, distribution expenses and other financial data normally needed to audit a distributorship. This will be provided to Empyrean quarterly;
2.1.9 Distributor will inform Empyrean of any legal, administrative or regulatory requirements in each country in the Territory with which Distributor or Empyrean must or should comply in connection with this Agreement or the marketing, promotion or sale of Products in such country (the "Approvals"). Distributor shall be responsible for obtaining, at its cost, all Approvals for itself and Empyrean and for complying in all respects with such Approvals in performing its rights and obligations under this Agreement. Distributor wi...
DISTRIBUTOR'S RESPONSIBILITIES. DISTRIBUTOR will handle and be responsible for all Product returns during the applicable warranty period(s) whether such returns are made directly from DISTRIBUTOR after acceptance of Products or through DISTRIBUTOR by Customers in the Territory who bought the Products from DISTRIBUTOR.
DISTRIBUTOR'S RESPONSIBILITIES. AGP will use reasonable efforts to cause Distributor to provide Subscriber access to the Records of the Other Agency within [*] days of receipt of a Request for Reservation Services therefor. AGP will use reasonable efforts to cause Distributor to disengage access to the Records of the Other Agency within [*] days of receipt of written notice therefor.
DISTRIBUTOR'S RESPONSIBILITIES. During the term of this Agreement, the Distributor agrees to the following:
DISTRIBUTOR'S RESPONSIBILITIES. Distributor agrees to:
a. Market the Cards, negotiate sales in accordance with the prices set forth on Exhibit A attached hereto, and purchase and deliver the Cards.
b. Provide customer service to Customers.
c. Maintain documents and records ("Records") relating to the sales of Cards to Customers for a period of not less than twelve (12) months or such other longer period as may be required by applicable law, rule or regulation, and produce such documents, with the exception of customer lists, within a reasonable period of time upon request of Premiere.
d. Deliver to Premiere exemption certificates with respect to applicable state sales and use taxes and federal excise and communications taxes on the sale of the Cards.
e. Cooperate in the collection, compilation and maintenance of data required to be reported by Premiere or its shareholders pursuant to any federal regulation order.
DISTRIBUTOR'S RESPONSIBILITIES. 8.1 INSTALLATION, INTEGRATION AND TRAINING - The Distributor will be responsible for the installation and integration of all copies of Software the Distributor sells directly to end users. The Distributor shall further provide training to its subdistributors regarding the installation, integration and use of the Software.
DISTRIBUTOR'S RESPONSIBILITIES. In addition to the duties and responsibilities outlined elsewhere in this Agreement, Distributor agrees as follows:
8.1 Distributor will vigorously promote the sale and acceptance of Product throughout the Territory. Distributor shall provide its customers with all necessary and appropriate training and support regarding the use of the Product.
8.2 Distributor shall furnish to Manufacturer a written four-month rolling forecast for the Product, which forecast shall be given to Manufacturer on or before the 10th day of each month.
8.3 Distributor shall underwrite the cost of any comparative clinical studies for the Product. Distributor and Manufacturer shall jointly underwrite the cost of any clinical studies intended to broaden Product claims beyond the monograph, which are mutually agreed upon by the parties.
8.4 Claims language in all advertising or promotional materials utilized by Distributor, its agents or employees in conjunction with the sale of Product, other than such sales literature as is furnished to Distributor by Manufacturer, shall be approved, in writing, by Manufacturer prior to their use or dissemination.
8.5 Distributor shall cooperate fully with Manufacturer in dealing with customer complaints concerning the Product and shall take such action to resolve such complaints as may be requested by Manufacturer.
8.6 Distributor agrees, during the term of this Agreement, to comply with all FDA regulations applicable to the Product. Distributor shall not, in any way, misrepresent the nature or indications for use of the Product or, except by prior written approval of Manufacturer, alter the Product.
DISTRIBUTOR'S RESPONSIBILITIES. The Distributor agrees to manufacture and distribute the Products to any authorized dealers as defined herein. The Distributor will maintain an inventory of Products and warehousing facilities sufficient to adequately serve the demands of its dealers on a timely basis. The Supplier agrees to provide the Distributor with the necessary Masters, complete artwork, including label copy, liner notes and credits in completed film form, as well as licenses, approvals, consents and permissions necessary to manufacture, duplicate and distribute the Products.
DISTRIBUTOR'S RESPONSIBILITIES. GDF and its Affiliates and/or subcontractors (collectively referred to as "GDF" in this Section 4.8) shall, at their sole expense, while this Agreement is in effect:
4.8.1 promote, market and sell Products in the Territory.
4.8.2 maintain a fully staffed force of well-trained sales personnel and have such personnel call on all existing and potential purchasers of Products in the Territory on a regular basis as frequently as is required by good business practice.
4.8.3 maintain tools and a staff of technicians sufficient in size and training to provide for the efficient installation, servicing and repair of Products.
4.8.4 maintain such inventories of Parts as may be reasonably necessary to fulfill GDF's sales and service obligations.
4.8.5 make periodic reports to PGS of its promotional, marketing and sales activities. Such reports shall be made as frequently and shall contain such information and be in such form as PGS may from time to time specify.
4.8.6 keep PGS advised of market and economic conditions, market trends and such other information as may assist PGS in planning its activities.
4.8.7 notify PGS promptly upon learning of any infringements of Products or of any of the trademarks referred to in Section 4.6 of this Agreement. PGS shall not be obligated to take any action with respect to such infringements. GDF shall cooperate fully in investigating any such instance and, on PGS' or HBT's request, shall provide reasonable assistance in any action that PGS or HBT chooses to take with respect thereto. All expenses (including expenses incurred by GDF at the request of PGS or HBT) of any such action shall be paid by PGS or HBT; all recoveries obtained from the prosecution of any such action shall be retained by PGS or HBT.
4.8.8 comply with all laws, rules and regulations applicable to its performance pursuant to this Agreement, procure and maintain all licenses and permits necessary to the performance of its business and conduct its business in a manner so as to not bring discredit upon the reputation of Products, PGS or HBT.
DISTRIBUTOR'S RESPONSIBILITIES. Distributor shall:
a) provide Agent with marketing materials written in English language;
b) provide instructions and materials for test sample collection where necessary;
c) inform Agent of failure of test sample quality (and thus non-delivery of Products) within 3 working days from lab test;
d) in the event test sample quality does not meet ILPL's criteria, Distributor has the sole discretion to return the sample to Agent; and
