Common use of Marketing and Distribution Clause in Contracts

Marketing and Distribution. Agent acknowledges that the strict performance of its obligations under this Agreement is essential to the continuation of its acting as the exclusive sales and marketing agent for the Products in the Territory. In the course of providing the Services to Principal, Agent shall have the following obligations, to be discharged at its own cost and expense. (a) To act at all times towards Principal in good faith and not allow its personal interest to conflict with the duties owed to Principal pursuant to the terms and conditions of this Agreement or under the general law; (b) To use its best efforts to sell and actively promote and market, in accordance with all applicable laws and regulations and to the maximum extent possible, the Products in the Territory; (c) To diligently investigate or cause to be investigated all leads with potential customers referred to it by Principal or its Affiliates; (d) To identify and present Products to potential new retailers or distributors in the Territory and, subject to Principal’s prior written consent to such retailers or distributors to resell or distribute the Products; (e) To assist in the merchandising and/or the design of the relevant sales outlet (to be given or withheld in Principal’s absolute discretion), and thereafter, to oversee implementation and conformity of the sales outlet design; (f) To manage and oversee the commercial relationship with the Retailers and Authorized Distributors including: (i) reviewing and liaising with Retailers and Authorized Distributors in connection with the marketing plans and activities; (ii) recruiting, training and supervising staff and beauty advisors; (iii) ensuring that all orders are processed and all shipments of Products are made within the Territory in a timely fashion; and (iv) sales recording and reporting, and supervising and managing sales order invoicing, debt collection and facilitating and liaising with Principal’s accountants for submitting all relevant import duty returns to the appropriate customs authority. (g) To manage public relations and advertising in and out of the Territory; (h) To plan, prepare and implement seasonal promotions; (i) To carry out such customer and end-user training programs as Principal may form time to time specify; (j) To provide such liaison and support services to Retailers and Authorized Distributors as Principal may reasonably request; (k) To provide, at the request of Principal, reports of its activities and sales respecting the Products in the Territory in a form and in such detail and for such time period as Principal may reasonably require; (l) To inform Principal promptly of any matters which may assist it in assessing the market for Products and similar products to the Products in the Territory and provide such other information relevant to the Products and the Territory Principal may form time to time request; (m) To prepare annual marketing budgets for the promotion of the Products in the Territory within guidelines and budget determined by Principal upon receipt of global marketing plans from Principal; upon approval and subject to such changes as Principal may consider appropriate to implement such plans which shall be at Principal’s expense upon production of relevant receipts or other proof of payment by Agent; (n) To promptly refer to Principal all enquiries concerning the Products from customers and prospective customers (both within and outside the Territory) who are not Retailers or Authorized Distributors under this Agreement, together with such details of such customers and prospective customers as Principal shall reasonably require. (o) To promptly inform Principal of any complaint or after-sales enquiry concerining the Products which is received by Agent, or any matters likely to be relevant in relation to the manufacture, sale, use or development of the products within or outside the Territory; (p) If applicable, to promptly remit all monies received by it on behalf of Principal into an account (details of which Principal shall notify in writing) and notify Principal of any sums paid into such account form time to time; (q) To comply with all reasonable and lawful instructions from Principal concerning the sale and promotion of the Products; (r) To assist Principal in achieving sales in the Territory equal to or exceeding the Minimum Net Sales Target unless otherwise previously agreed in writing by Principal; (s) To comply forthwith with any product recall arrangements requested by Principal whether the same are required during any product recall or in anticipation thereof; and (t) To provide Principal with monthly activity reports detailing all sales orders received, deliveries made, marketing and sales activities, prospective retailers and distributors approached and such other information or reports as Principal may reasonably request from time to time.

Marketing and Distribution. Agent acknowledges that (a) The sale and distribution of the strict performance of its obligations under this Agreement is essential to the continuation of its acting as the exclusive sales and marketing agent for the Licensed Products in the Territory. In the course of providing the Services to Principal, Agent Territory shall have the following obligations, to be discharged at its own cost and expense. (a) To act at all times towards Principal in good faith and not allow its personal interest to conflict with the duties owed to Principal pursuant to the terms and conditions of this Agreement performed exclusively by Licensee or under its supervision or control. Notwithstanding the general law;foregoing, Licensor shall be entitled to attend and participate in any meetings and/or negotiations that Licensee may have with Licensor's existing sales agents. (b) To Licensee acknowledges that in order to preserve the goodwill attached to the Trademark, the Licensed Products are to be sold at prices and terms reflecting the prestigious nature of the Trademark, it being understood, however, that Licensor is not empowered to fix or regulate the prices at which the Licensed Products are to be sold, either at the wholesale or retail level. (c) Licensee shall maintain the high standards of the Trademark and the Licensed Products, in all advertising, packaging and promotion of the licensed Products. Licensee shall not employ or otherwise release any of such advertising or packaging or other business materials relating to any Licensed Products or bearing the Trademark, unless and until Licensee shall have received approval by Licensor. Licensee may include on it business materials an indication of the relationship of the parties hereto in a form approved by Licensor. All usage by Licensee of the Trademark, other than in embroidered form or on labels affixed to the exterior of a Licensed Product incorporated into the design of a Licensed Product, shall include the (R) trademark symbol or (TM) trademark symbol, as appropriate. (d) Consistent with the high quality and prestige of the Trademark and products manufactured by, or under license from, Licensor and its affiliates, Licensee undertakes, during the Term, to diligently manufacture and sell all Licensed Products, to use its best efforts to sell create a demand therefore, supply such demand, and actively promote maintain adequate arrangements and market, in accordance with all applicable laws and regulations and to facilities for the maximum extent possible, the distribution of Licensed Products in throughout the Territory; (c) To diligently investigate or . As an essential part of its distribution program, Licensee shall cause to be investigated manufactured adequate quantities (consistent with good industry practice) of all leads with potential customers referred to it by Principal or its Affiliates; (d) To identify and present Licensed Products to potential new retailers or distributors in satisfy the Territory and, subject to Principal’s prior written consent to such retailers or distributors to resell or distribute the Products; (e) To assist in the merchandising and/or the design of the relevant sales outlet (to be given or withheld in Principal’s absolute discretion), and thereafter, to oversee implementation and conformity of the sales outlet design; (f) To manage and oversee the commercial relationship with the Retailers and Authorized Distributors including: (i) reviewing and liaising with Retailers and Authorized Distributors in connection with the marketing plans and activities; (ii) recruiting, training and supervising staff and beauty advisors; (iii) ensuring that all orders are processed and all shipments of Products are made within the Territory in a timely fashion; and (iv) sales recording and reporting, and supervising and managing sales order invoicing, debt collection and facilitating and liaising with Principal’s accountants for submitting all relevant import duty returns to the appropriate customs authority. (g) To manage public relations and advertising in and out of the Territory; (h) To plan, prepare and implement seasonal promotions; (i) To carry out such customer and end-user training programs as Principal may form time to time specify; (j) To provide such liaison and support services to Retailers and Authorized Distributors as Principal may reasonably request; (k) To provide, at the request of Principal, reports requirements of its activities and sales respecting the Products in the Territory in customers for a form and in full line of such detail and for such time period as Principal may reasonably require; (l) To inform Principal promptly of any matters which may assist it in assessing the market for Licensed Products and similar products to expedite the Products in the Territory and provide such other information relevant to the Products and the Territory Principal may form time to time request; (m) To prepare annual marketing budgets for the promotion of the Products in the Territory within guidelines and budget determined by Principal upon receipt of global marketing plans from Principal; upon approval and subject to such changes as Principal may consider appropriate to implement such plans which shall be at Principal’s expense upon production of relevant receipts or other proof of payment by Agent; (n) To promptly refer to Principal all enquiries concerning the Products from customers and prospective customers (both within and outside the Territory) who are not Retailers or Authorized Distributors under this Agreement, together with such details of such customers and prospective customers as Principal shall reasonably requiredelivery thereof. (o) To promptly inform Principal of any complaint or after-sales enquiry concerining the Products which is received by Agent, or any matters likely to be relevant in relation to the manufacture, sale, use or development of the products within or outside the Territory; (p) If applicable, to promptly remit all monies received by it on behalf of Principal into an account (details of which Principal shall notify in writing) and notify Principal of any sums paid into such account form time to time; (q) To comply with all reasonable and lawful instructions from Principal concerning the sale and promotion of the Products; (r) To assist Principal in achieving sales in the Territory equal to or exceeding the Minimum Net Sales Target unless otherwise previously agreed in writing by Principal; (s) To comply forthwith with any product recall arrangements requested by Principal whether the same are required during any product recall or in anticipation thereof; and (t) To provide Principal with monthly activity reports detailing all sales orders received, deliveries made, marketing and sales activities, prospective retailers and distributors approached and such other information or reports as Principal may reasonably request from time to time.

Marketing and Distribution. Agent acknowledges 18.1 LICENSEE warrants that it shall use commercially reasonable efforts to effectively exploit the strict performance licensed rights granted herein, and promises to place the Licensed Products into bona fide distribution and sale in the Licensed Channels of Trade in commercially reasonable quantities throughout the Licensed Territory by the date of placing on sale set forth in Article 8.2. LICENSEE shall diligently and continuously market and distribute the Licensed Products in the Licensed Territory and will use its best efforts to make and maintain adequate arrangements for the maintenance of inventory and distribution necessary to meet the demand for such Licensed Products in the Licensed Territory. Failure by LICENSEE to meet the date of placing on sale or actively marketing and distributing Licensed Products shall be deemed a material breach of this Agreement. Without limiting the foregoing, LICENSEE agrees to engage in the specific advertising efforts, if any, identified in Article 5.1. Advertising Efforts, and to invest the amount of money, if any, specified in Article 5.2. Advertising Expenditures in the advertising and promotion of the Licensed Products. 18.2 LICENSEE must obtain the prior, written consent of LICENSOR prior to engaging in any advertising, publicity, promotion of any Licensed Products and Promotional Products or otherwise including any of the Licensed Works and Marks. The procedure for submission to LICENSOR for approval shall be in conformity with the provisions regarding Approvals as set forth in Article 19. 18.3 LICENSEE shall distribute and sell the Licensed Products or Promotional Products outright at a competitive price, and not on approval, consignment, sale-or-return, or any similar basis, and further, only to jobbers, wholesalers and retailers for distribution and sale to retail stores and merchants in the Licensed Channels of Trade. LICENSEE shall not sell or otherwise distribute any of Licensed Products for the purpose of advertising, promotions, tied sales, bundled sales, publicity or promotional tie-ins or by way of premiums and shall not sell to wholesalers, retailers, canvassers, salesman or any others who will use, or whom LICENSEE has valid reason to presume that their intention is to use, any of the Licensed Products for advertising purposes or as gifts or bonuses, or for similar purposes, without the prior written consent of LICENSOR. 18.4 LICENSEE shall not use or authorize the use of any of the Licensed Works and Marks and/or any of the Licensed Products or Promotional Products in a manner which is immoral, scandalous, illegal, fraudulent or defamatory. Nor shall LICENSEE authorize the distribution of the Licensed Products in such points of sales or internet sites. 18.5 LICENSEE shall assume exclusive obligations and responsibility, as well as all financial charges, for the development, manufacture, packaging, advertising, storage, distribution, sales, dispatch, invoicing, payment and other activities concerning the Licensed Products and Promotional Products and its obligations under this Agreement is essential to the continuation of its acting as the exclusive sales Agreement. 18.6 LICENSEE shall obtain and marketing agent for the Products in the Territory. In the course of providing the Services to Principalmaintain, Agent shall have the following obligations, to be discharged at its own cost and expense, throughout the Term of this Agreement, insurance for limits and coverage as set forth in Article 13. The existence of the insurance shall not mitigate, alter, or waive the indemnity provisions of Article 31. LICENSEE shall be solely responsible for the payment of all premiums, taxes, assessments, or other costs for the insurance. (a) To act at all times towards Principal in good faith and 18.7 LICENSEE shall not allow its personal interest to conflict with the duties owed to Principal pursuant to the terms and conditions of this Agreement or under the general law; (b) To use its best efforts to sell and actively promote and market, in accordance with all applicable laws and regulations and to the maximum extent possible, the Products in the Territory; (c) To diligently investigate or cause to be investigated all leads with potential customers referred to it by Principal or its Affiliates; (d) To identify and present Products to potential new retailers or distributors in the Territory and, subject to Principal’s prior written consent to such retailers or distributors to resell or distribute the Products; (e) To assist in the merchandising and/or the design any of the relevant sales outlet (to be given Licensed Works and Marks for or withheld in Principal’s absolute discretion), and thereafter, to oversee implementation and conformity of the sales outlet design; (f) To manage and oversee the commercial relationship with the Retailers and Authorized Distributors including: (i) reviewing and liaising with Retailers and Authorized Distributors in connection with the marketing plans and activities; (ii) recruitingmanufacture, training and supervising staff and beauty advisors; (iii) ensuring that all orders are processed and all shipments marketing, sale or distribution of Products are made within any product and/or service which is not authorized under the Territory in a timely fashion; and (iv) sales recording and reporting, and supervising and managing sales order invoicing, debt collection and facilitating and liaising with Principal’s accountants for submitting all relevant import duty returns to the appropriate customs authorityterms of this Agreement. (g) To manage public relations 18.8 LICENSEE shall only use the Licensed Works and advertising Marks in accordance with the applicable Artwork Usage Requirements and out of the Territory; (h) To planTrademark Use Requirements, prepare as set forth Article 2.1. and implement seasonal promotions; (i) To carry out such customer and end-user training programs as Principal may form time to time specify; (j) To provide such liaison and support services to Retailers and Authorized Distributors as Principal may reasonably request; (k) To provide, at the request of Principal, reports of its activities and sales respecting the Products in the Territory in a form and in such detail and for such time period as Principal may reasonably require; (l) To inform Principal promptly of any matters which may assist it in assessing the market for Products and similar products to the Products in the Territory and provide such other information relevant to the Products and the Territory Principal may form time to time request; (m) To prepare annual marketing budgets for the promotion of the Products in the Territory within guidelines and budget determined by Principal upon receipt of global marketing plans from Principal; upon approval and subject to such changes as Principal may consider appropriate to implement such plans which shall be at Principal’s expense upon production of relevant receipts or other proof of payment by Agent; (n) To promptly refer to Principal all enquiries concerning the Products from customers and prospective customers (both within and outside the Territory) who are not Retailers or Authorized Distributors under this Agreement, together with such details of such customers and prospective customers as Principal shall reasonably require2. (o) To promptly inform Principal of any complaint or after-sales enquiry concerining the Products which is received by Agent, or any matters likely to be relevant in relation to the manufacture, sale, use or development of the products within or outside the Territory; (p) If applicable, to promptly remit all monies received by it on behalf of Principal into an account (details of which Principal shall notify in writing) and notify Principal of any sums paid into such account form time to time; (q) To comply with all reasonable and lawful instructions from Principal concerning the sale and promotion of the Products; (r) To assist Principal in achieving sales in the Territory equal to or exceeding the Minimum Net Sales Target unless otherwise previously agreed in writing by Principal; (s) To comply forthwith with any product recall arrangements requested by Principal whether the same are required during any product recall or in anticipation thereof; and (t) To provide Principal with monthly activity reports detailing all sales orders received, deliveries made, marketing and sales activities, prospective retailers and distributors approached and such other information or reports as Principal may reasonably request from time to time.