Duties of Buyer. Buyer shall operate the Business in the usual course of business in accordance with past practice, under the name of Xxxxx Xxxxxxxxx'x Karate, including but not limited to the hiring of qualified personnel and providing accounting, maintenance, operational and administrative services for the Business (the "Services"). Buyer shall devote as much time as reasonably necessary to complete its obligations hereunder. Buyer represents and warrants that it is currently licensed to operate martial arts instruction centers in the State of New Jersey and that its operation of the Business shall comply with all requirements of applicable law.
Duties of Buyer. During the term of this Agreement, Xxxxx agrees to use the Brokerage and Agent exclusively in Buyer’s search 19 for such real property and for all subsequent negotiations for its purchase or acquisition. Xxxxx agrees to cooperate, including 20 promptly providing Agent with any pertinent information requested by Agent and not interfere with Agent’s efforts to accomplish the 21 purpose set forth in this Agreement. Buyer represents that they have not entered into any other buyer agency contracts that would 22 be in conflict with this Agreement. Buyer understands the possibility that a dual agency situation would exist in the event Buyer would 23 purchase one of Agent’s own listings and that brokers and managers of the Brokerage would be dual agents in any transactions where 24 Buyer would purchase or acquire any real property listed for sale by the Brokerage. Xxxxx acknowledges and consents to Agent 25 simultaneously working with other purchasers or parties, and it is a possibility that another such purchaser or party would also be 26 interested in the same property as Buyer. ______________ ________
Duties of Buyer. 3.1 BUYER shall at all times during the continuance of this Agreement:
(a) Observe all applicable laws in the Territory in relation to the import of Products and the production, sales and service of End Products.
(b) Pay all expenses incurred by itself in connection with the import of Products and the sale of End Products in Territory and in fulfilling its obligations hereunder.
(c) Use any of SUPPLIER’S trademarks, logos, signs or other marks on its letter-headed paper, visiting cards, displays, advertising material, business documents, invoices, credit notes or any other written matter only as directed by SUPPLIER.
(d) Keep full and proper accounts and records showing clearly all transactions of BUYER in respect of Products
3.2 BUYER shall be responsible for sales, marketing, service training, distribution of service parts and warranty administration with respect to End Products sold in the Territory by BUYER.
3.3 In order to preserve and enhance the name and the reputation of SUPPLIER, BUYER shall discuss in advance with SUPPLIER all the matters relating to its advertising and marketing activities which involves the use of SUPPLIER’s trademarks and/or logos. Strictly subject to this, BUYER is hereby granted a royalty-free license and right to copy, distribute, and use any of SUPPLIER’s trademarks, service marks, or copyrighted materials on or in connection with the Products and/or the End Products and their distribution throughout the term of the Agreement. BUYER may, at its sole discretion, have the Products and/or End Products carry other trademarks or service marks (“Other Marks”) whether owned by BUYER or licensed through third parties. Any license to, title to, or ownership of any Other Marks or other intellectual property rights created, used or owned by BUYER in connection with the Products and/or End Products shall not be transferred to SUPPLIER under this Agreement or otherwise, and all rights and/or goodwill associated with such Other Marks or intellectual property rights in connection with End Product shall not inure to the benefit of SUPPLIER.
3.4 Within 14 days after the end of each of BUYER’s fiscal quarters, BUYER shall submit a written quarterly report to SUPPLIER concerning sales of the End Products in the Territory for such quarter.
3.5 BUYER shall use the Products only for development, sales, maintenance and/or service of End Products and shall not sell the Products itself to any third parties with and/or outside of territory.
3.6 BUY...
Duties of Buyer a. Buyer shall not acquire any rights in respect of Phasecom's name or marks, including without limitation "Phasecom"; provided, however, that Buyer may represent itself as an authorized reseller of the Products during the term of this Agreement. After the termination of this Agreement, Buyer will not use names or marks of Phasecom or any words so similar to such names or marks as to be likely to cause confusion or deception.
b. Except as permitted by Section 12, Buyer agrees not to reverse engineer, reverse assemble, reverse compile, copy, modify or remanufacture any Product or any part
Duties of Buyer. Buyer shall provide Energy Products for the Representatives to sell in accordance with the following terms:
(a) Buyer shall set all pricing and terms of service, as well as establish the policies and procedures for the Representatives to sell Energy Products for the Retail Energy Business; (b) Buyer shall undertake all business functions relating to customers generated by the Representatives pursuant to this Agreement, including, but not limited to, order entry, provisioning, billing, collections, energy supply and scheduling, utility interfaces, and customer tracking; (c) Buyer shall provide ACN with reports and/or electronic data reasonably satisfactory to ACN, at such times as are reasonably acceptable to ACN, in order for ACN to properly administer its incentive compensation and other programs for the Representatives and so that ACN may reconcile its records with those of Buyer; (d) Buyer shall be entitled to provide training for Representatives at such times as may be reasonably acceptable to ACN at ACN's Representative conventions, and regional training and orientation sessions and regional and local level conferences, training sessions, meetings and gatherings at which ACN's other training and product/service familiarization is scheduled to occur and Buyer shall provide all product literature, contractual forms, and any other materials needed for the Representatives (including web-based information) to be able to sell Buyer energy products and services; (e) Buyer may provide a Buyer RSG Liaison, which liaison shall be reasonably acceptable to ACN, to be co-located in the offices of ACN housing its RSG during the normal business hours of the RSG management; and (f) Buyer will comply with all applicable energy federal, state and local laws necessary to satisfy the purposes of this Agreement.
Duties of Buyer. 5.1 The Buyer shall take such reasonable security measures to protect the Confidential Information as [it/he] takes to protect [its/his] own confidential information and trade secrets.
5.2 The Buyer shall not, without the prior written consent of the Seller, permit any of the Confidential Information:
5.2.1 to be disclosed, other than in confidence to [its/his] legal or professional advisers;
5.2.2 to be copied or reproduced;
5.2.3 to be commercially exploited in any way;
5.2.4 to be used for any purpose other than in connection with the Proposed Transaction; and
5.2.5 to pass outside the control of the Buyer.
5.3 The Buyer agrees to keep a record of Confidential Information received.
5.4 The Buyer will return to the Seller, if so requested by the Seller at any time, all documents containing Confidential Information and all copies of those documents on demand at any time which are in [its/his] possession or under [its/their] control, and for this purpose the term “documents” includes computer discs and all other materials capable of storing data and information. The Buyer agrees that such documents remain the property of the Seller.
Duties of Buyer. The Buyer will:
(a) make resonable efforts to communicate and cooperate with the Designated Agent in a timely manner;
(b) provide the Designated Agent with all information necessary to identify properties in the Market Area(s) in which the Buyer may be interested;
(c) imediately advise the Designated Agent of any material change in information provided to the Designated Agent;
(d) immediatly advise the Designated Agent of all:
(i) inquires by, and all offers to sell from, interested sellers or their representatives received by the Buyer; and,
(ii) offers to sell presented to the Buyer by, or made to the Buyer, from a seller introduced to the Buyer during the term of this Agreement which offer is accepted by the Buyer or a seller as the case may be and will deliver such offer to the Brokerage; and
(e) during the Hold-Over Period, advise the Designated Agent of any offers presented to the Buyer by, or made by the Buyer to, a seller introduced to the Buyer during the term of this Agreement which offer is accepted by the Buyer or a seller as the case may be.
Duties of Buyer. In consideration for the sale of the Intellectual Property, Buyer shall pay the fees set forth in Exhibit A. Additionally, Buyer shall, through its attorneys take commercially reasonable efforts to obtain a patent in the United States and other countries as deemed desirable by Buyer for the system for the manufacture of insulated concrete wall forming.
Duties of Buyer. During the term of this Agreement, Xxxxx agrees to use the Brokerage exclusively in Xxxxx’s search for such real 46 property and for all subsequent negotiations for its purchase or acquisition. Xxxxx agrees to cooperate, including promptly providing 47 Brokerage with any pertinent information requested by Brokerage. Xxxxx agrees not interfere with Xxxxxxxxx’s efforts to accomplish 48 the purpose set forth in this Agreement. Xxxxx agrees not to record video or photographs of a property without the seller’s written 49 consent. Xxxxx is advised that some sellers may have audio and/or video surveillance that could record or monitor conversations.
Duties of Buyer. 5.1 The Buyer is bound to take all reasonable security measures to protect the Confidential Information as they would take to protect their own confidential information and trade secrets.
5.2 The Buyer shall not, without the prior written consent of the Seller, permit any of the Confidential Information:
5.2.1 to be disclosed, other than in confidence to their legal or professional advisers;
5.2.2 to be copied or reproduced;
5.2.3 to be commercially exploited in any way;
5.2.4 to be used for any purpose other than in connection with the Proposed Transaction; and
5.2.5 to pass outside the control of the Buyer.
5.3 The Buyer hereby agrees to keep a secure record of all Confidential Information received.
5.4 The Buyer will return to the Seller (if so requested by the Seller at any time) all documents containing Confidential Information, and all copies of those documents on demand at any time which are in their possession or under their control. For the purpose of this Agreement, the term ‘documents’ includes (but is not limited to) computer storage devices and all other materials capable of storing data and information. The Buyer agrees that all such documents remain the property of the Seller.
