DISTRIBUTOR'S UNDERTAKINGS. DISTRIBUTOR agrees, at its sole expense (unless otherwise expressly provided herein), during the term of this Agreement:
4.1.1 BEST EFFORTS At all times to use its best efforts to vigorously and actively market, advertise, promote, and extend the sale of the Products throughout the Territory. To this end, DISTRIBUTOR agrees to maintain an adequate and competent staff of sales and technical support personnel which can function in all languages of the Territory. All advertisements, brochures, and other materials distributed in connection with the sale of the Products shall be submitted to Calypte for prior written approval, such approval not to be unreasonably withheld.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with SmarTire at all times during the term of this Agreement:
3.1 to use its best efforts to promote and extend the sale of the Products in the Market Sector throughout the Territory;
3.2 to maintain an active and suitably trained sales force and such other qualified personnel as are reasonably required to promote the Products;
3.3 to keep SmarTire informed of market conditions in respect of the Products and similar products in the Territory;
3.4 without prejudice to Clause 3.3, promptly upon request from SmarTire from time to time to supply to SmarTire such information relating to the distribution and promotion of the Products in the Territory as SmarTire reasonably request, including at a minimum of the following information:
i. number of Certified Dealers, basic information about dealers and the opportunity they represent; ii. sales of Product, inventory levels
iii. forecast for following month and quarter;
3.5 to maintain on its own account such inventory of the Products as is appropriate and adequate for the Distributor promptly and efficiently to meet all reasonably foreseeable customer delivery requirements for the Products within the Market Sector throughout the Territory;
3.6 to establish a network of Certified Dealers in at least the following 11 Provinces and Municipalities by December 31, 2003: Beijing, Tianjing, Shanghai, Chongquing, Jiangsu, Shangdong, Zhejiang, Guangdong, Hunan, Sichuan, and Shenzhen.
3.7 to expand its network of Certified Dealers to include all Provinces by May 1, 2004.
DISTRIBUTOR'S UNDERTAKINGS. 3.1 The Distributor undertakes and agrees with the Supplier at all times during the term of this Agreement:
(a) To raise awareness and understanding of the Products in the Territory by way of seminars, briefings, demonstrations, presentations, advertising and other sales activities;
(b) to promote the sale of the Products in the Territory including presentation of the products at exhibitions attended by the Distributor, active promotion of the products and the production of sales and marketing material in an appropriate language, both web based and hard copy;
(c) to train a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor’s obligations under this Agreement;
(d) to promptly inform the Supplier in writing of any inquiry or request for the supply of the Products from a customer located outside the Territory;
(e) to share with the Supplier any other information relating to the performance of its obligations under this agreement that the Supplier may require from time to time,
(f) to keep records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;
(g) to arrange (in conjunction with the Supplier) for proficient installation and after-sale repair and maintenance service for its customers in respect of the Products during the term of this Agreement and for a period of twelve months after the termination of this Agreement, however terminated;
(h) to inform the Supplier immediately of any changes in ownership or Control of the Distributor and of any change in its organisation or method of doing which business might affect the performance of the Distributor’s duties in this Agreement.
(i) to establish a demonstration facility at their manufacturing HQ.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:
(a) use all reasonable endeavours to promote the distribution and sale of the Products;
(b) not use any promotional or advertising material for the Products not approved by the Supplier, such approval not be unreasonably withheld;
(c) provide Yearly non-binding sales forecasts;
(d) establish and maintain documented procedures for identifying the Products with a control number for traceability and copies of those records and procedures must be made available to the Supplier within thirty (30) days of request;
(e) provide regular reports on the sales activities within the Territory;
(f) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor's obligations under this agreement;
(g) maintain, on its own account, an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;
(h) keep full and proper books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products;
(i) allow the Supplier, on reasonable notice, access to its accounts and records relating to the sale or distribution of the Products for inspection but not more than once in each year. For clarity, the Supplier will not be permitted access to any accounts or records which do not directly relate to the sale or distribution of the Products;
(j) comply with any reasonable directives or instructions given by the Supplier for any promotional activities, at the suppliers cost, concerning the nature, type, quality, characteristics, fitness for purpose, suitability, use and description of the Products;
DISTRIBUTOR'S UNDERTAKINGS. 4.01 Market Development Program; Diligence............................. 28 4.02 Training by the Distributor....................................... 29 4.03 Advertising....................................................... 29 4.04
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:
(a) use commercially reasonable efforts to advertise, promote and sell the Products within the Field in the Territory and not to do anything which may hinder or interfere with such sales;
(b) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor’s obligations under this Agreement;
(c) submit written reports at monthly intervals to the Supplier, showing details of sales, stock, outstanding Distributor orders and orders placed by the Distributor with the Supplier that are still outstanding, provided however that all information regarding the customers of the Distributor may be anonymized;
(d) keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost;
(e) insure at its own cost with a reputable insurance company all stocks of the Products as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value and produce to the Supplier on demand full particulars of that insurance and the receipt for the then current premium; and
(f) Inform the supplier immediately of any changes in ownership or control of the distributor, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributor’s duties in this agreement; and
(g) indemnify the Supplier on demand against each loss, liability and cost which the Supplier may incur arising out of the breach of the Distributor’s obligations under this Agreement except to the extent the liability arises as a result of the negligence or willful misconduct of the Supplier.
DISTRIBUTOR'S UNDERTAKINGS. The Distributor undertakes and agrees with the Supplier at all times during the term of this agreement:
3.1. to use its best endeavours to promote the distribution and sale of the Products in the Territory;
3.2. to submit written reports at regular intervals to the Supplier showing details of sales, service stock, outstanding customer orders and orders placed by the Distributor with the Supplier still outstanding and any other information relating to the performance of its obligations under this agreement the Supplier may reasonably require from time to time;
3.3. to maintain on its own account an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;
3.4. to keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;
3.5. to provide the Supplier, on request, with such other information relating to its accounts and records relating to the Products as the Supplier shall reasonably require;
3.6. to inform the Supplier immediately of any changes in ownership or control of the Distributor and of any change in its organisation or method of doing business which might affect the performance of the Distributor's duties in this agreement.
DISTRIBUTOR'S UNDERTAKINGS. 7.1 The Distributor warrants to the Licensee that the Licensed Materials used as contemplated by this Licence do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Distributor shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this Licence.
7.2 The Distributor shall:
7.2.1 make the Licensed Materials available to the Licensee from the Server in the list specified in Schedule 5. The Distributor will notify the Licensee in advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under clause 11.1.2 and 11.3.
7.2.2 provide the Licensee within 10 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material.
7.2.3 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Licence.
7.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service.
7.3 The Distributor reserves the right at any time to withdraw from the Licensed Materials any publication, item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. If the withdrawal results in the Licensed Materials being no longer useful to the Licensee, the Lic...
DISTRIBUTOR'S UNDERTAKINGS. 5.1 Distributor undertakes and agrees with Supplier that at all times during the Term it will:
(a) use its best endeavours to promote the distribution and sale of the Products in the Territory;
(b) maintain, on its own account, an inventory of the Products sufficient for Distributor to meet all customer delivery requirements for the Products throughout the Territory;
(c) keep books of account and records clearly showing all, quotations, transactions and proceedings relating to the Products;
(d) allow Supplier, within reasonable notice, access to its accounts and records relating to the Products for inspection;
(e) keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, its own cost.
DISTRIBUTOR'S UNDERTAKINGS. SALE OF PRODUCTS
3.1 The Distributor, for itself and its agents, sub-distributors, representatives and employees agrees to conduct any and all sales activities in connection with the Data or Data Products or associated Services in a lawful manner, consistent with the standards of fair trade, fair competition and business ethics. The Distributor shall service in a competent and professional manner the Data and Data Products and associated Services requirements of its clients.
