Medtronic's Commission Sample Clauses

Medtronic's Commission. (a) In consideration of Medtronic's performance as sales agent for the Systems in North America, CMI shall pay to Medtronic on a calendar quarterly basis a commission in an amount equal to [*] percent [*] of CMI's [*] of Systems in the Field of Use in North America. Such payments shall be made within 45 days after the end of each calendar quarter, and shall be accompanied by a written statement setting forth the calculation of such amount in such detail as Medtronic may reasonably request. CMI shall also give Medtronic monthly estimates of the amount of commissions which have accrued for payment to Medtronic. (b) Medtronic will pay a percentage commission to Medtronic's cardiac surgery sales force marketing the System in North America, the rate(s) of which shall be in Medtronic's sole discretion. (c) CMI shall keep accurate written records sufficient in detail to enable CMI's Net Revenues of Systems in the Field of Use in North America to be determined and verified by Medtronic. Such records for each calendar quarter shall be retained by CMI for a period of not less than three years after the end of such quarter. (d) Upon reasonable notice and during regular business hours, CMI shall from time to time (but no more frequently than once annually) make available the records referred to in Section 2.7(c) for audit by independent accounting representatives selected by Medtronic and reasonably acceptable to CMI to verify the accuracy of the statements provided to Medtronic. Such representatives shall execute a suitable confidentiality agreement reasonably acceptable to CMI prior to conducting such audit. Such representatives may disclose to Medtronic only their conclusions regarding the accuracy of CMI's calculation of CMI's Net Revenues of Systems in the Field of Use in North America, and shall not disclose CMI's confidential business information to Medtronic without the prior written consent of CMI. Such audit shall be at Medtronic's cost and expense unless such audit demonstrates that CMI's Net Revenues of Systems in the Field of Use in North America was understated in the written report given to Medtronic pursuant to Section 2.7(a) above by more than 5%, in which event CMI shall reimburse Medtronic for all costs and expenses incurred in connection with such audit.
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