Common use of DISTRIBUTOR'S RESPONSIBILITIES Clause in Contracts

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 will maintain at its costs, the Approvals throughout the term of this Agreement. Approvals relating to Empyrean or the Products shall be obtained and maintained in Empyrean's name. Empyrean will provide reasonable assistance to Distributor in obtaining the Approvals, including providing such data, samples and other information and materials as are in Empyrean's possession and may be required. Distributor will periodically upon request, and not less other than quarterly, provide Empyrean information regarding the status of Approvals; 2.1.10 Distributor will submit for and obtain Empyrean's written approval (which shall not be unreasonably withheld) prior to use, copies (with translations) of all new or modified advertising and other promotional materials, including catalog descriptions, prepared by or for Distributor or any distributor in connection with the Products, and will only use the materials so approved; 2.1.11 Distributor agrees not to, and not to permit a distributor to, directly or indirectly, offer, pay, promise to pay or authorize the payment of money or anything of value to any governmental official or representative for the purpose of influencing such persons' decisions or actions regarding the Products; and 2.1.12 Unless otherwise agreed by Empyrean in writing, Distributor will not (a) sell Products other than in original, unmodified and unused condition, (b) remove, obscure or modify any label or Product usage or other information, other indication of patent, any trademark or other intellectual property rights, (c) add any label or mark to anx Xroduct, or (d) market, sell or promote any Product under any name or mark other than those provxxxx by Empyrean.

DISTRIBUTOR'S RESPONSIBILITIES. In addition to all other rights and obligations created by SECTION 4.01. During the term of this Agreement, Distributor shall: 2.1.1 Use (a) use its best efforts in the Territory to market, sell, distribute, advertise and otherwise promote the sale and support the distribution of 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 purchasers throughout the Territory; 2.1.2 Maintain qualified staff (b) take all reasonable and necessary action to accomplish satisfy 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 demand for the Products and applicable accessories throughout the Territory and attempt to increase the demand for the Products by, among other things, servicing all customer accounts with reasonable frequency and soliciting new customer accounts; (c) maintain adequate sales, warehouse and service facilities for the effective distribution of Products; (d) maintain an inventory of Products sufficient to meet the reasonably assist Empyrean in the discharge anticipated purchase requirements of obligations to its customers; 2.1.5 Provide to end users written instructions which have been determined by Empyrean as to the usage (e) maintain an adequate staff of each sales personnel who are trained in and capable of the effective demonstration, use and sales of Products; 2.1.6 Work with Empyrean quarterly to determine Distributor's estimated Product needs (f) make prompt payment of all Supplier invoices 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 soldaccordance with Section 7.05; 2.1.7 Comply (g) comply with all present policies and future regulations and/or licensing requirements promulgated by authorized governmental authorities effective during the term programs 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 Supplier issued at 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 will maintain at its costs, the Approvals throughout the term of this Agreement. Approvals relating to Empyrean or the Products shall be obtained and maintained in Empyrean's name. Empyrean will provide reasonable assistance to Distributor in obtaining the Approvals, including providing such data, samples and other information and materials as are in Empyrean's possession and may be required. Distributor will periodically upon request, and not less other than quarterly, provide Empyrean information regarding the status of Approvals; 2.1.10 Distributor will submit for and obtain Empyrean's written approval (which shall not be unreasonably withheld) prior to use, copies (with translations) of all new or modified advertising and other promotional materials, including catalog descriptions, prepared by or for Distributor or any distributor time in connection with the Products, and will only use the materials so approved; 2.1.11 Distributor agrees not to(h) immediately forward to Supplier any information concerning all charges, and not complaints or claims of damage relating to permit a distributor to, directly the performance or indirectly, offer, pay, promise function of any of the Products that may come to pay or authorize the payment of money or anything of value to any governmental official or representative for the purpose of influencing such persons' decisions or actions regarding the ProductsDistributor's attention; and 2.1.12 Unless otherwise agreed by Empyrean in writing, Distributor will not (ai) sell Products other than in original, unmodified and unused condition, (b) remove, obscure or modify any label or Product usage or other information, other indication of patent, any trademark or other intellectual property rights, (c) add any label or mark to anx Xroduct, or (d) assume all market, sell credit (i.e., bad debt) and inventory risks for Products which are merchantable (i.e., suitable for sale). SECTION 4.02. Distributor shall bear the cost of any taxes, levies, duties or promote fees of any Product under any name kind, nature or mark description whatsoever levied within the Territory applicable to the purchase or resale of the products sold by Supplier to Distributor. SECTION 4.03. Distributor agrees and warrants that it has obtained and will hereafter maintain in full force and effect all necessary business licenses, sales permits and other than those provxxxx authorizations required by Empyreanlaw. SECTION 4.04. The Distributor shall be authorized, from time to time and upon terms and conditions mutually agreed upon by Distributor and Supplier, to accept orders from customers in the Territory which provide for direct shipment of the Products by Supplier to such customers.

DISTRIBUTOR'S RESPONSIBILITIES. In addition to all other rights Distributor shall, in good faith and at its own expense, have the following obligations created by and responsibilities under this Agreement, Distributor shall: 2.1.1 Use (a) use reasonable best efforts to promote, market, advertise and sell the Products to Customers located in the Territory consistent with good business practice and the specific sales goals targets mutually agreed upon for each calendar year. If there is no agreement on the sales goals, those stated in column 3 of the table in Annex A attached hereto will prevail. Distributor shall use its best efforts to maximize the sales volume of the Products within the Territory. If Distributor fails, in the aggregate, to achieve the sales goals mutually agreed upon (or if not agreed upon, fails to achieve, in the aggregate, at least sixty percent (60%) of the per country sales goals set forth in column 3 of the table in Annex A) in any particular Territory country during a period of four (4) consecutive years (i.e., after all sales of Distributor in that country are aggregated for the entire four-year period), then Medizone shall have the right (but not be obligated) to terminate Distributor’s exclusivity rights with respect to that particular Territory country, as provided in Section 2(b) of this Agreement and as further explained and described in Annex A attached hereto and by this reference incorporated herein. However, in the event of a Change in Control Transaction, the rights of any successor in interest to Medizone to terminate Distributor’s exclusivity rights with respect to a particular country shall be governed by the alternative percentage of sales goals provided in Section 32(g). (b) establish and maintain a sales and marketing organization sufficient to develop according to the mutually developed business plan the market potential for the sale of the Products, independent sales representatives and a distribution organization and facilities sufficient to make the Products available for shipment by Distributor to each Customer immediately on receipt of order; (c) only resell or offer to resell the Products that Distributor currently has in inventory or that have been ordered from Medizone and which order has been accepted by Medizone as available for delivery to Distributor, unless Distributor has received prior written authorization from Medizone; (d) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement; (e) have sufficient knowledge of the industry and products competitive with each Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers: (i) the differences between the Products and competing products; and (ii) information on standard protocols and features of each Product; (f) observe all reasonable directions and instructions given to it by Medizone in relation to the marketing, advertisement and promotion of the Products, including Medizone’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Medizone, to the extent that these marketing materials, advertisements or promotions refer to the Products or otherwise use Medizone’s Trademarks; (g) in any and all contact between Distributor and any Customer, the Distributor must identify to the Customer Distributor’s full legal name, trade name, or both; (h) market, sell, distributeadvertise, promote and support the Products including, when the necessary licenses (if any) are obtained, the requirement to advertise the resell Products and participate conduct business in a manner that reflects favorably at all times on Products 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 yeargood name, then such lesser number goodwill and reputation of exhibitions) in the TerritoryMedizone; 2.1.2 Maintain qualified staff (i) promptly Notify Medizone of and address and investigate any complaint or adverse claim about any Product or its use of which Distributor becomes aware; provided, that nothing in this Agreement requires Distributor to accomplish reveal proprietary pricing information; and (j) on the market objectives as may be agreed from time to time between last Business Day of each month, provide Medizone with a written survey of the parties hereto for the Products; 2.1.3 Provide reasonably adequate current and competent technical assistance in support six-month forecast 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 demand 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 especially 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 relation 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 similar 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 will maintain at its costs, the Approvals throughout the term of this Agreement. Approvals relating to Empyrean or the Products shall be obtained and maintained in Empyrean's name. Empyrean will provide reasonable assistance to Distributor in obtaining the Approvals, including providing such data, samples and other information and materials as are in Empyrean's possession and may be required. Distributor will periodically upon request, and not less other than quarterly, provide Empyrean information regarding the status of Approvals; 2.1.10 Distributor will submit for and obtain Empyrean's written approval (which shall not be unreasonably withheld) prior to use, copies (with translations) of all new or modified advertising and other promotional materials, including catalog descriptions, prepared by or for Distributor or any distributor in connection with the Products, and will only use the materials so approved; 2.1.11 Distributor agrees not to, and not to permit a distributor to, directly or indirectly, offer, pay, promise to pay or authorize the payment of money or anything of value to any governmental official or representative for the purpose of influencing such persons' decisions or actions regarding the Products; and 2.1.12 Unless otherwise agreed by Empyrean in writing, Distributor will not (a) sell Products other than in original, unmodified and unused condition, (b) remove, obscure or modify any label or Product usage or other information, other indication of patent, any trademark or other intellectual property rights, (c) add any label or mark to anx Xroduct, or (d) market, sell or promote any Product under any name or mark other than those provxxxx by Empyreancompeting products.

DISTRIBUTOR'S RESPONSIBILITIES. In addition to all other rights Distributor shall, in good faith and at its own expense, have the following obligations created by and responsibilities under this Agreement, Distributor shall: 2.1.1 Use (a) use reasonable best efforts to promote, market, advertise and sell the Products to Customers located in the Territory consistent with good business practice and the specific sales goals targets mutually agreed upon for each calendar year. If there is no agreement on the sales goals, those stated in column 3 of the table in Annex A attached hereto will prevail. Distributor shall use its best efforts to maximize the sales volume of the Products within the Territory. If Distributor fails, in the aggregate, to achieve the sales goals mutually agreed upon (or if not agreed upon, fails to achieve, in the aggregate, at least sixty percent (60%) of the per country sales goals set forth in column 3 of the table in Annex A) in any particular Territory to marketcountry during a period of four (4) consecutive years (i.e., sellafter all sales of Distributor in that country are aggregated for the entire four-year period), distribute, promote and support then Medizone shall have 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 right (but if there are less than four such major local exhibitions per yearnot be obligated) to terminate Distributor’s exclusivity rights with respect to that particular Territory country, then such lesser number of exhibitionsas provided in Section 2(b) 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 as further explained and described in order Annex A attached hereto and by this reference incorporated herein. However, in the event of a Change in Control Transaction, the rights of any successor in interest to carry out Medizone to terminate Distributor’s exclusivity rights with respect to a particular country shall be governed by the terms alternative percentage of this Agreementsales goals provided in Section 32(g). (b) establish and maintain a sales and marketing organization sufficient to develop according to the mutually developed business plan the market potential for the sale of the Products, independent sales representatives and a distribution organization and facilities sufficient to make the Products available for shipment by Distributor to each Customer immediately on receipt of order; 2.1.8 Maintain all relevant (c) only resell or offer to resell the Products that Distributor currently has in inventory or that have been ordered from Medizone and which order has been accepted by Medizone as available for delivery to Distributor, unless Distributor has received prior 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 quarterlyauthorization from Medizone; 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 d) develop and execute a marketing plan sufficient to fulfill 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 will maintain at its costs; (e) have sufficient knowledge of the industry and products competitive with each Product (including specifications, features and benefits) so as to be able to explain in detail to the Approvals throughout Customers: (i) the term of this Agreement. Approvals relating to Empyrean or differences between the Products shall be obtained and maintained in Empyrean's name. Empyrean will provide reasonable assistance to Distributor in obtaining the Approvals, including providing such data, samples and other information and materials as are in Empyrean's possession and may be required. Distributor will periodically upon request, and not less other than quarterly, provide Empyrean information regarding the status of Approvals; 2.1.10 Distributor will submit for and obtain Empyrean's written approval (which shall not be unreasonably withheld) prior to use, copies (with translations) of all new or modified advertising and other promotional materials, including catalog descriptions, prepared by or for Distributor or any distributor in connection with the Products, and will only use the materials so approved; 2.1.11 Distributor agrees not to, and not to permit a distributor to, directly or indirectly, offer, pay, promise to pay or authorize the payment of money or anything of value to any governmental official or representative for the purpose of influencing such persons' decisions or actions regarding the Productscompeting products; and 2.1.12 Unless otherwise agreed by Empyrean in writing, Distributor will not (aii) sell Products other than in original, unmodified information on standard protocols and unused condition, (b) remove, obscure or modify any label or Product usage or other information, other indication features of patent, any trademark or other intellectual property rights, (c) add any label or mark to anx Xroduct, or (d) market, sell or promote any Product under any name or mark other than those provxxxx by Empyrean.each Product;

DISTRIBUTOR'S RESPONSIBILITIES. In addition to all other rights Distributor shall, in good faith and at its own expense, have the following obligations created by and responsibilities under this Agreement, Distributor shall: 2.1.1 Use (a) use reasonable best efforts to promote, market, advertise and sell the Products to Customers located in the Territory consistent with good business practice and the specific sales goals targets mutually agreed upon for each calendar year. If there is no agreement on the sales goals, those stated in column 3 of the table in Annex A attached hereto will prevail. Distributor shall use its best efforts to maximize the sales volume of the Products within the Territory. If Distributor fails, in the aggregate, to achieve the sales goals mutually agreed upon (or if not agreed upon, fails to achieve, in the aggregate, at least sixty percent (60%) of the per country sales goals set forth in column 3 of the table in Annex A) in any particular Territory country during a period of four (4) consecutive years (ie. after all sales of Distributor in that country are aggregated for the entire four-year period), then Medizone shall have the right (but not be obligated) to terminate Distributor’s exclusivity rights with respect to that particular Territory country, as provided in Section 2(b) of this Agreement and as further explained and described in Annex A attached hereto and by this reference incorporated herein; (b) establish and maintain a sales and marketing organization sufficient to develop according to the mutually developed business plan the market potential for the sale of the Products, independent sales representatives and a distribution organization and facilities sufficient to make the Products available for shipment by Distributor to each Customer immediately on receipt of order; (c) only resell or offer to resell the Products that Distributor currently has in inventory or that have been ordered from Medizone and which order has been accepted by Medizone as available for delivery to Distributor, unless Distributor has received prior written authorization from Medizone; (d) develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement; (e) have sufficient knowledge of the industry and products competitive with each Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers: Medizone International – GYD S.A. Distribution Agreement (i) the differences between the Products and competing products; and (ii) information on standard protocols and features of each Product; (f) observe all reasonable directions and instructions given to it by Medizone in relation to the marketing, advertisement and promotion of the Products, including Medizone’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Medizone, to the extent that these marketing materials, advertisements or promotions refer to the Products or otherwise use Medizone’s Trademarks; (g) in any and all contact between Distributor and any Customer, the Distributor must identify to the Customer Distributor’s full legal name, trade name, or both; (h) market, sell, distributeadvertise, promote and support the Products including, when the necessary licenses (if any) are obtained, the requirement to advertise the resell Products and participate conduct business in a manner that reflects favorably at all times on Products 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 yeargood name, then such lesser number goodwill and reputation of exhibitions) in the TerritoryMedizone; 2.1.2 Maintain qualified staff (i) promptly Notify Medizone of and address and investigate any complaint or adverse claim about any Product or its use of which Distributor becomes aware; provided, that nothing in this Agreement requires Distributor to accomplish reveal proprietary pricing information; and (j) on the market objectives as may be agreed from time to time between last Business Day of each month, provide Medizone with a written survey of the parties hereto for the Products; 2.1.3 Provide reasonably adequate current and competent technical assistance in support six-month forecast 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 demand 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 especially 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 relation 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 similar 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 will maintain at its costs, the Approvals throughout the term of this Agreement. Approvals relating to Empyrean or the Products shall be obtained and maintained in Empyrean's name. Empyrean will provide reasonable assistance to Distributor in obtaining the Approvals, including providing such data, samples and other information and materials as are in Empyrean's possession and may be required. Distributor will periodically upon request, and not less other than quarterly, provide Empyrean information regarding the status of Approvals; 2.1.10 Distributor will submit for and obtain Empyrean's written approval (which shall not be unreasonably withheld) prior to use, copies (with translations) of all new or modified advertising and other promotional materials, including catalog descriptions, prepared by or for Distributor or any distributor in connection with the Products, and will only use the materials so approved; 2.1.11 Distributor agrees not to, and not to permit a distributor to, directly or indirectly, offer, pay, promise to pay or authorize the payment of money or anything of value to any governmental official or representative for the purpose of influencing such persons' decisions or actions regarding the Products; and 2.1.12 Unless otherwise agreed by Empyrean in writing, Distributor will not (a) sell Products other than in original, unmodified and unused condition, (b) remove, obscure or modify any label or Product usage or other information, other indication of patent, any trademark or other intellectual property rights, (c) add any label or mark to anx Xroduct, or (d) market, sell or promote any Product under any name or mark other than those provxxxx by Empyreancompeting products.