Marketing Obligations. (a) The Parties hereby agree to undertake and perform, in lieu of the marketing activities called for under the SMA prior to the fifth Anniversary Date, the marketing and other obligations and to pay the amounts set forth in Exhibit A, as may be further detailed in the Marketing Plans agreed upon by the Parties from time to time. Notwithstanding Section 2.1.2 of the SMA, (i) Itau's marketing obligations under the SMA as amended by this MOA shall not be in Itau's discretion except when expressly provided herein, (ii) any Marketing Plans shall be jointly created and agreed upon by the Parties before any such Marketing Plans are effective, and (iii) Itau shall be obligated to spend the amounts, and commit the resources, described in Exhibit A. Notwithstanding Section
6.1 of the SMA, all marketing materials shall be subject to the approval of the Parties except as expressly provided otherwise herein. Notwithstanding anything to the contrary in the SMA, the Marketing Committee's sole responsibility shall be to jointly review and agree upon those marketing obligations that call for the approval of all Parties. For the avoidance of doubt, notwithstanding this MOA, Itau shall continue to have the obligation to engage in a commercially reasonable level of marketing after the expiration of the five-year period after the Launch Date, as required by Section 2.1.2 of the SMA.
(b) Notwithstanding the definition of "Material Marketing Breach" contained in the SMA, the term "Material Marketing Breach" shall mean a circumstance whereby Itau is obligated, or would have been obligated in the absence of the annual caps specified in Sections 5(a)(iii), 5(a)(iv) and 5(b)(ii) of Exhibit A (and for the purposes of the calculation excluding the 120% factor used in calculating the Distribution Payments and Promoters Payments), with respect to any two of the immediately preceding four Quarters, to make Marketing Payments to AOLB of more than 50% of the maximum potential Marketing Payments for each of such two Quarters, where the maximum potential Marketing Payments for any Quarter shall be the maximum Marketing Payment Itau would have been liable to make if it had failed to perform all of its obligations in such Quarter (excluding for the purposes of the calculation the 120% factor used in calculating the CD Distribution Payment and Promoters Payments).
Marketing Obligations. Distributor will, at its sole cost and using Commercially Reasonable Efforts, Market the Product in the Territory throughout the Term of the Agreement. Without limiting the foregoing, Distributor shall (i) deliver a minimum of [***] sales force Product details per quarter during the Sales Commitment Period, (ii) promote the Product in a P1 detail position during the first [***] of the Sales Commitment Period, (iii) promote the Product in a P1 or P2 detail position during the remaining [***] of the Sales Commitment Period, (iv) employ a minimum of [***] salespersons to detail the Product on a full-time basis throughout the Sales Commitment Period of the Agreement, provided, however, that if one or two vacancies occur, Distributor will use good faith efforts to fill such vacancy or vacancies in a timely manner, provided that in no event shall there be less than [***] salespersons that detail the Product on a full-time basis at any time, and (v) use good faith efforts to ensure that its salespersons incentive compensation plan corresponds to and reflects the detailing position of the Product, including ensuring that the Product shall represent the highest percent targeted payout of any product or group of products (including the multivitamin group) in Distributor’s incentive compensation plan for the first [***] of the Sales Commitment Period and not less than any other product or group of products (including the multivitamin group) in Distributor’s incentive compensation plan during the remaining [***] of the Sales Commitment Period, provided, however, that in no event shall such quarterly incentive compensation payments for the Product as a percentage of total compensation payments to the sales force be less than [***] during the first [***] of the Sales Commitment Period or less than [***] thereafter until the end of the Sales Commitment Period. Distributor shall also be subject to the Minimum Net Sales Requirements set forth in Schedule D. The obligations under this Section 3.1 shall terminate if a Generic Equivalent of a Third Party becomes available in the Territory.
Marketing Obligations. Distributor agrees to use its best efforts to successfully promote and distribute the Product, at its own expense, in the Territory using diligent and vigorous efforts to maximize sales and market penetration at the earliest date. Such efforts shall include, but are not limited to, preparing promotional materials, advertising the Product in trade publications within the Territory, participating in appropriate trade shows within the Territory, and directly soliciting orders from customers within the Territory for the Product. Subject to Micrus’ approval and obligations under Article VIII hereof, Distributor shall also be responsible for all quality control, lot release for Distributor’s requirements, promotional activities, marketing and selling efforts, distribution and technical services. All promotional materials developed by Distributor shall be submitted to Micrus for approval before such materials are distributed by Distributor. Micrus shall promptly review such materials, and if no written response is provided by Micrus within thirty (30) days after receipt of such material, then the material will be deemed to have been approved by Micrus.
Marketing Obligations. ACES hereby covenants and agrees to:
(a) use commercially reasonable efforts to market and sell the Product and to promote, develop and exploit the market for the Product in the Territory;
(b) devise and implement a Marketing Program with the purpose of promoting sales, leases and commercial exploitation of the Product throughout the Territory;
(c) assist in devising promotional Product brochures and other written materials for potential purchasers and users;
(d) assist in devising Product promotional videos and other promotion via the internet;
(e) conduct trade shows and Product demonstrations;
(f) ensure that all marketing materials bear the phrase or words to the effect of: Distributed by ACES Pty Ltd as authorised distributor of VendingData Corporation. Patent pending; and
(g) not make marketing claims or representations inconsistent with VDC’s Product information.
Marketing Obligations. If, and only if, a Service is to be marketed on an exclusive basis, Marketing Representative shall solely promote and market that Service to Residents and Marketing Representative shall not market or promote any services that are competitive with the exclusive Service on the Property to Residents.
Marketing Obligations. The VAR shall:
5.3.1. act consistently with WeBill’s marketing, sales, services and maintenance policies as may be communicated to the VAR from time to time; and
5.3.2. immediately refer to WeBill all queries or orders relating to the Software received by the VAR from any person outside the Territory.
Marketing Obligations. 17 Article 9 -
Marketing Obligations. 3.1 HSNS agrees to do the following during the term of this Agreement: (a) use its best efforts to market, promote and license the Products in the Territory; and (b) hire and maintain sufficient staff in HSNS's reasonable opinion, including a sales force in HSNS's reasonable opinion of sufficient size, to market, promote and license the Products throughout the Territory. HSNS shall use its best efforts to market, promote and license the Products in all possible channels and/or sectors of distribution. In connection with these efforts, HSNS shall not make any false or misleading representations or statements regarding any of the Products or their capabilities.
3.2 HSNS agrees to provide LTD upon its reasonable request with information regarding HSNS's marketing plans and forecasts; such plans and forecasts shall be non-binding and subject to change, and may be delivered formally or informally, but shall be sufficient to demonstrate that the effort and resources being devoted by HSNS are sufficient to comply with its obligations under Section 3.1. HSNS also shall meet with LTD upon the reasonable request of LTD on matters relating to market conditions, sales forecasting, planning, Product marketing and Product competitiveness and similar factors.
3.3 The parties will work together to develop appropriate pricing so that neither party undercuts one another in the marketplace.
3.4 With respect to the OEM market, HSNS and LTD will work together and keep one another informed so that there is no duplication of effort or confusion in the marketplace.
Marketing Obligations. All business decisions, including, but not limited to, the design, sale, price and promotion of Products under this Agreement and the decision whether to market any particular Product shall be within the sole discretion of Xxxxxxx. Any marketing of a
Marketing Obligations. All business decisions, including, but not limited to, the design, sale, price and promotion of Products under this Agreement and the decision whether to market any particular Product shall be within the sole discretion of Xxxxxxx. Any marketing of a [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
