Obligations of Distributor. a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement. b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts. d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request. e. Distributor shall pay for all products purchased in a timely manner. f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement. g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia. h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein. i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation. j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations. k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaint. l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation. m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Exclusive Distributor Agreement (Innerscope Hearing Technologies, Inc.)
Obligations of Distributor. a. All solicitations for the sale of Contracts will be made only by Associated Persons and Agents who are registered representatives of Distributor or a Selling Broker-Dealer and duly licensed insurance agents and appointed by First Penn-Pacific. Continued solicitation for the Contracts shall use its best efforts be contingent upon the continuing qualification of such Associated Persons and Agents by possession of the required licenses, appointments, and registrations. Solicitation may only occur in those states in which First Penn-Pacific is admitted to market, promote and sell the Products to the authorized customers in the Filed of Use do business and in which the Territory during Contracts have been approved for sale by the term of this agreementappropriate regulatory authority.
b. All applications for the Contracts shall be made on application forms supplied by First Penn-Pacific or in a form otherwise satisfactory to First Penn-Pacific. All applications forwarded to First Penn-Pacific shall first be approved as to suitability by an appropriate principal of the submitting Selling-Broker Dealer or, if originated by Distributor, by an appropriate principal of Distributor. All applications for Contracts shall be subject to acceptance or rejection by First Penn-Pacific in its sole discretion. If First Penn-Pacific rejects an application, it will return any premium paid by that applicant to such applicant and promptly notify Distributor agrees that during of such action. If a purchaser exercises his or her free look right under a Contract, any amount to be refunded as provided in such Contract will be so refunded to the term purchaser by or on behalf of this agreement First Penn-Pacific and the relevant Separate Accounts(s) and First Penn-Pacific will promptly notify Distributor of such action.
c. All money payable in connection with the Contracts, whether as purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Contract owner, is the property of First Penn-Pacific. Distributor shall promptly transmit to First Penn-Pacific any such payment received by it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals accordance with First Penn-Pacific's administrative procedures without any deduction or offset for any periodreason, shall, at Erchonia’s option (i) unless there has been mutual arrangement for net wire transmissions between Distributor and First Penn-Pacific. No cash payments shall be considered a breach of this agreement for which Erchonia shall have all accepted by Distributor in connection with the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, Contracts.
d. Before transmitting to First Penn-Pacific applications or (ii) shall give Erchonia other documents relating to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable requestContracts sold by Associated Persons, Distributor shall consult review such documents for completeness and correctness, as well as compliance with Erchonia regarding Distributor’s marketing and promotion efforts applicable suitability standards. Distributor promptly, but in no case later than the Territory and Field end of Use and the next business day following receipt by Distributor or an Associated Person, shall cooperate forward completed applications to First Penn-Pacific in accordance with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. First Penn-Pacific's administrative procedures. An appropriate principal of Distributor shall maintain appropriate records concerning the sales of the Productsapprove each such application as to suitability before forwarding such application to First Penn-Pacific. Such records shall include at a minimum the name, address Applications and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information payments shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain sent to First Penn-Pacific at the address shown on the application or such other records related address as First Penn-Pacific may specify from time to sales time. Checks, money orders or electronic transmissions of funds in payment on any Contract shall be drawn to the Products as Erchonia may reasonably requestorder of "First Penn-Pacific Life Insurance Company".
e. Distributor Contracts issued on accepted applications shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.
h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations.
k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due delivered to the use of the Products, including the complainant’s name, contact information, and date of complaint.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary Contract owner according to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.procedures established by First
Appears in 1 contract
Samples: Distribution Agreement (First Penn Pacific Variable Life Insurance Separate Account)
Obligations of Distributor. a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.
b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.
h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations.
k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaint.
l. During the term of this agreement Agreement, Distributor shall: ** Deleted pursuant to request for confidential treatment filed with the Commission on April 6, 1999.
(a) arrange for the importation of Covered Products into the Territory, bearing any and all expenses relating thereto including, without limitation, customs duties, tariffs, import or export taxes, transportation, insurance, handling and any other amounts, charges, costs or expenses payable on account of or with respect to the shipment, F.O.B. a BioLase facility in the United States of America, of Covered Products from such BioLase's facility, which is currently located in San Clemente, California;
(b) accept the Covered Products shipped by BioLase according to Distributor's orders, perform an initial inspection of Covered Products upon their arrival in the Territory, and if necessary or appropriate undertake and complete any calibration, adaptation or repair work on such Covered Products;
(c) to request a Return Merchandise Authorization ("RMA") from BioLase with respect to any Covered Products per the warranty provided hereunder (which RMA BioLase shall not unreasonably withhold);no product will be returned without a duly executed RMA from BioLase;
(d) inform BioLase promptly upon becoming aware of any change relating to statutory or regulatory requirements applicable to Covered Products in the Territory, or any portion thereof, so as to facilitate compliance by BioLase with such legal and regulatory requirements;
(e) perform all necessary repair, adaptation and calibration work on Covered Products related to warranty claims with respect thereto;
(f) provide BioLase with a report containing the information specified in Exhibit B with respect to each Millennium_ system sold or installed by Distributor;
(g) undertake or arrange for appropriate training of dentists, doctors and other customer personnel who will be using Covered Products with regard to the safe and proper use of such Covered Products prior to the completion of each installation or other final delivery of Covered Products;
(h) provide prompt warranty and out-of-warranty repair and maintenance services to the purchasers and other users of the Covered Products;
(i) select and send at all time act in responsible Distributor's expense at times and to a location within the Territory designated by BioLase after consultation with Distributor such engineers, technicians and professional manner. personnel as Distributor shall not do anything which is contrary may reasonable determine for training in the use, service and repair of Covered Products;
(j) exhibit the Covered Products at major trade shows within the Territory at Distributor's expense;
(k) to or which the extent necessary for the effective marketing of the Covered Products in Erchonia’s reasonable business judgment is harmful the Territory, translate product literature, technical manuals, procedural guidelines and other materials pertaining to its honorthe Covered Products into the Italian language; ** Deleted pursuant to request for confidential treatment filed with the Commission on April 6, goodwill or reputation1999.
m. (l) stock and distribute, in the Italian and English languages as appropriate, product literature, technical manuals, clinical research reports, procedural guidelines, specifications and other materials regarding the Covered Products which are reasonably necessary to develop and maintain effective distribution of the Covered Products and customer service and support programs and which may be made available (in English) from time to time by BioLase pursuant to Section 4(f) hereof;
(m) stock such Covered Products and take such other actions relating to the distribution of the Covered Products as may be reasonably necessary or appropriate in order to market the Covered Products throughout the Territory in an effective manner;
(n) submit to BioLase annually, a marketing plan, to be updated quarterly; the marketing plan will be comprehensive and will include; 1) description of distribution channels and coverage 2) retail pricing 3) required sales training and frequency of training 4) convention schedule and promotion of product at same 5) courses , seminars, and teaching institutions 6) luminaries and guru development (influential doctors) 7) publication of clinicals within territory 8) journal advertising and direct mails 9) sales tools (brochures, videos, ROI, etc.)
(o) apply for and diligently pursue all regulatory and similar licenses and approvals required or beneficial in order to market the Covered Products throughout the Territory in an effective manner; and
(p) immediately transfer to an entity designated by BioLase, upon the termination of this Agreement without any charge, other consideration or conditions of any kind any and all regulatory, registrations, trademarks and similar licenses and approvals held by Distributor shall at all times comply with all applicable laws and regulationsthe time of the termination of this Agreement relating to the products or the business of BioLase.
Appears in 1 contract
Obligations of Distributor. a. Distributor shall use its best efforts to market, promote and sell the Products In addition to the authorized customers in the Filed other obligations of Use and in the Territory during the term of this agreement.
b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth elsewhere in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable requestAgreement, Distributor shall consult with Erchonia regarding Distributor’s marketing at its own expense:
(a) Exert its commercially reasonable efforts to introduce, diligently promote and promotion efforts in solicit the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing sale of the Products sold through advertising, personal customer contact, distribution of information literature, catalogs, data sheets and other sales and marketing materials furnished by ZiLOG for such purpose, and other appropriate sales and marketing techniques;
(b) Exert its commercially reasonable efforts to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including meet or exceed the information described in this paragraph. All such information shall be available sales objectives for inspection the Products which have previously been mutually agreed to by Erchoniathe Parties;
(c) Participate, upon reasonable notice, in training activities, business reviews and programs sponsored by ZiLOG.;
(d) Inform ZiLOG of all stocking locations;
(e) Assist ZiLOG in assessing customer requirements for the Products and modifications and improvements thereto, in terms of quantity, quality, design, functional capability and other features, with a view toward maximizing the potential market for the Products within the Territory;
(f) Devote sufficient financial resources and qualified personnel, including appropriate numbers of application engineers, to effectively interact with customers in the Distributor's Territory as may be required to fulfill Distributor's responsibilities under this Agreement;
(g) Arrange for specialty application engineering assistance from ZiLOG when such technical assistance is required or requested by a customer;
(h) Establish and maintain an electronic data interface reasonable satisfactory to ZiLOG in order to facilitate in-time communications between the Parties;
(i) Distributor shall send to ZiLOG within one (1) working day after the end of each calendar week, a resale report listing all sales transactions and current inventory relating to ZiLOG Products. Such resale report will be submitted to ZiLOG, covering the previous week, in a format, and containing the information, as may be requested from time to time by ZiLOG. ZiLOG shall have the right, upon no less than five (5) business days prior written notice, to audit or have audited all such information from time to time, and shall be given access to the relevant books, records and place or places of business of Distributor for this purpose. The right to audit shall be exercisable not more than once in any twelve (12) month period unless the audit reveals a material discrepancy in the reports submitted by Distributor, in which case ZiLOG shall have the right to audit any time after three (3) months following the adverse audit report. The obligation to send weekly reports, together with the right to audit, shall continue for twelve (12) months after termination of this Agreement, or until Distributor no longer holds any Products in inventory, whichever is shorter. All costs associated with any such audit shall be borne by ZiLOG unless the audit reveals a material discrepancy in such information, in which case Distributor shall reimburse ZiLOG for all costs incurred by ZiLOG in conducting such audit. For purposes of this subparagraph (h), a "material discrepancy" exists if dollar or unit volumes for any customer or in the aggregate are misstated by more than ten percent (10%), or if there is a failure to report sales of Products to any specific customer. All such weekly resale and inventory reports shall be subject to the confidentiality provisions set forth in Section 14, below.
(j) Obtain tax exemption certificates or pay all sales and use taxes applicable to the sale or purchase of Products hereunder. Distributor shall also maintain such is solely liable and agrees to indemnify and hold ZiLOG harmless with respect to all tariffs, duties, excise, value added, sales, use or other records related to sales taxes or charges levied on the purchase, sale, export or re-export of the Products as Erchonia may reasonably requestby Distributor.
e. (k) Distributor shall pay for all products purchased in exercise reasonable efforts to maintain a timely manner.
f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.
h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales sufficient inventory of the Products outside so that customer demands will be satisfied without undue delay. As the United States are permittedinventory of the Products is reduced through resales, Distributor will reorder in an orderly process sufficient quantities to replenish stock to levels which ensure that customer demands will be solely responsible to comply with all applicable import and export laws and regulationssatisfied without undue delay.
k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaint.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Distributor Agreement (Zilog Inc)
Obligations of Distributor. a. Distributor shall use shall:
A. Submit to EST, if requested by EST, a marketing plan for the Products to be distributed, including a twelve (12) month forecast of sales revenue anticipated for these products.
B. Provide its best efforts to market, promote the licensing of and sell support services for the Products within the Territory in accordance with terms and conditions determined by EST, and provide evidence of such efforts if requested to do so by EST.
C. Employ, on an on-going basis, a fully trained and competent sales and technical support organization sufficient to meet Distributor's obligations hereunder and to have such personnel complete, at Distributors expense, any training deemed necessary by EST to meet this requirement.
D. Maintain adequate person-power and facilities to ensure prompt handling of inquiries, orders, and shipments and support services as described by Section 13 below to end-users of the authorized customers Products in the Filed of Use and in the Territory during the term of this agreementTerritory.
b. E. Assign a specific contact at the office of Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C who will handle inquiries and correspondence pertaining to this agreement. Failure to meet these minimum performance goals for any periodAgreement with reasonable promptness.
F. In the conduct of its business under this Agreement, shallcomply with all applicable laws, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights regulations and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts orders in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit take any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor action which will at all times be and represent itself cause EST to be an independent distributorin violation of any such law, not an agent regulation or employee of Erchonia.
h. Distributor may not make any contracts order in the Territory or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States including, but not limited to the US Foreign Corrupt Practices Act, the US Export Administration Regulations and the US Anti-Boycott Laws.
G. Not without prior written consent of Erchonia. To EST, appoint any sub-representatives, agents, sub-distributors or dealers to carry out any of the extent sales activities covered by this Agreement.
H. Assume all responsibility for delivery of the Products outside to end-users in the United States are permittedTerritory, Distributor will be solely responsible to comply including shipping and like costs, taxes, compliance with all applicable and expense of any import legalities and export laws and regulationsduties.
k. Distributor I. Bear exclusively all responsibility toward its employees imposed by legislation within the Territory and shall promptly notify Erchonia hold EST harmless from and indemnify EST against any and all claims by any such employee against EST for payment of commissions, salaries, expenses, termination indemnities or any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaintamounts payable under such legislation.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Distributor Agreement (Embedded Support Tools Corp)
Obligations of Distributor. a. Distributor shall use shall:
A. Submit to EST, if requested by EST* a marketing plan for the Products to be distributed, including a twelve (12) month forecast of sales revenue anticipated for these products.
B. Provide its best efforts to market, promote the licensing of and sell support services for the Products within the Territory in accordance with terms and conditions determined by EST, and provide evidence of such efforts if requested to do so by EST.
C. Employ, on an ongoing basis, a fully trained and competent sales and technical support organization sufficient to meet Distributor"s obligations hereunder and to have such personnel complete, at Distributor"s expense, any training deemed necessary by EST to meet this requirement.
D. Maintain adequate person-power and facilities to ensure prompt handling of inquiries, orders, shipments and support services as described by Section 13 below to end-users of the authorized customers Products in the Filed of Use and in the Territory during the term of this agreementTerritory.
b. E. Assign a specific contact at the office of Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C who will handle inquiries and correspondence pertaining to this agreement. Failure to meet these minimum performance goals for any periodAgreement with reasonable promptness.
F. In the conduct of its business under this Agreement, shallcomply with all applicable laws, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights regulations and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts orders in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit take any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor action which will at all times be and represent itself cause EST to be an independent distributorin violation of any such law, not an agent regulation or employee of Erchonia.
h. Distributor may not make any contracts order in the Territory or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States including, but not limited to the US Foreign Corrupt Practices Act, the US Export Administration Regulations and the US Anti-Boycott Laws.
G. Not without prior written consent of Erchonia. To EST, appoint any subrepresentatives, agents, sub-distributors or dealers to carry out of any of the extent sales activities covered by this Agreement.
H. Assume all responsibility for delivery of the Products outside to end-users in the United States are permittedTerritory, Distributor will be solely responsible to comply including shipping and like costs, taxes, compliance with all applicable and expense of any import legalities and export laws and regulationsduties.
k. Distributor I. Bear exclusively all responsibility toward its employees imposed by legislation within the Territory and shall promptly notify Erchonia hold EST harmless from and indemnify EST against any and all claims by any such employee against EST for payment of commissions, salaries, expenses, termination indemnities or any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaint.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manneramounts payable under such legislation. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.* Less than
Appears in 1 contract
Samples: Distributor Agreement (Embedded Support Tools Corp)
Obligations of Distributor. a. During the Term, Distributor shall use at its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.own expense shall:
b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach not agree with or consent to any modification of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach Product without the prior written consent of this agreement, including termination of this agreement, or Xxxx;
(ii) shall give Erchonia provide Xxxx, upon request and in a timely manner, with the opportunity to terminate review copies of documents issued or limit received in connection with obtaining, maintaining or complying with the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable requestGovernmental Approvals, Distributor shall consult with Erchonia regarding but only to the extent such documents relate to Distributor’s marketing obligations under this Agreement;
(iii) use its commercially reasonable efforts to promote, solicit, and promotion efforts expand the sale of the Product within the Field in the Territory Territory, and use its commercially reasonable efforts to not promote or solicit the sale of the Product for use outside of the Field unless agreed by the parties;
(iv) immediately cease the sale or distribution of Use the Product to any person or entity who Distributor has actual knowledge of purchasing the Product for use or distribution to a third party outside the Field;
(v) during normal business hours upon reasonable notice allow a certified public accountant representing Xxxx, and shall cooperate reasonably acceptable to Distributor and who enters into a reasonable confidentiality agreement with Erchonia’s reasonable requests regarding Distributor, to visit the offices of Distributor to inspect books and records directly related to Distributor’s marketing activities hereunder in sufficient detail to verify compliance by Distributor with its obligations under this Agreement. For clarity, such accountant shall only provide Xxxx with an assessment of whether Distributor has met its obligations and promotional efforts.if not, the extent of such noncompliance;
d. (vi) submit a report to Xxxx once per calendar year, presenting such information related to the Product and its distribution in sufficient detail to verify compliance by Distributor shall maintain appropriate records concerning with its obligations under this Agreement, including but not limited to Governmental Approvals, in a format to be mutually agreed upon by the sales parties;
(vii) immediately inform Xxxx in writing of, and render such reasonable assistance to Xxxx, at Xxxx’x sole expense, including all internal and external costs associated with the following, as Xxxx may reasonably request in connection with the investigation and resolution of, all complaints, adverse experience or vigilance reports, warranty claims, other claims and other feedback made by customers or governmental authorities in connection with the Product;
(viii) not make any warranty with respect to the performance or efficacy of the ProductsProduct other than the warranties under Article VI;
(ix) maintain records which identify all purchasers of the Product to the extent Distributor deems it possible to do so. Such records records, to the extent commercially reasonable, shall include at a minimum the name, address and telephone number of each customerthe purchaser, the type and quantity of the Product sold to such purchaser, the date of salethe Product was sold, a listing the lot number of the Products sold Product sold, and the amount billed and received from such purchaser of the Product. All such records shall be maintained so that they can reasonably be made accessible to each customerXxxx solely upon an adverse event or recall order and such shall remain available for such purposes to Xxxx in case of expiration or termination of this Agreement, for a period of six (6) months following the expiration or termination of this Agreement. Upon ErchoniaAll of the items noted above shall be maintained and provided to the extent permissible by applicable laws and under Distributor’s requestconfidentiality obligations to third parties under agreements existing on the Effective Date of this Agreement;
(x) handle and store or warehouse all the Product in a manner that can reasonably be expected to prevent both (a) contamination or physical damage to the Product, and (b) any adverse effect to the Product caused by light, temperature or humidity, Distributor shall provide Erchonia with regular periodic reports including the information described cooperation of Xxxx establish written procedures for warehouse control and distribution of Product to assure that environmental conditions are controlled, that the oldest Product kept in this paragraphstorage shall be distributed first, and that separate lots of Product shall be kept separately, according to lot numbers. All such information records shall be available maintained by Distributor so that they are reasonably accessible to Xxxx for inspection by Erchonia, upon reasonable noticein accordance with terms of this Agreement. Distributor shall also segregate all Product it is storing from any product manufactured or sold to it by third parties;
(xi) cooperate with Xxxx in connection with any hold, stop distribution or recall order issued in connection with the Product in Distributor’s control;
(xii) maintain such other records related product liability, general public liability, employment, and property damage insurance against any claim or claims relating to sales the Product that may be asserted in connection with Distributor’s marketing, handling and distribution of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the ProductsProduct, in whole or in part, except amounts reasonably acceptable to Xxxx and naming Xxxx as expressly permitted under this Agreement.
g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.
h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchoniaadditional insured. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.deliver to Xxxx an insurance certificate demonstrating the foregoing coverage upon Xxxx’x reasonable request;
j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to (xiii) comply with all applicable import laws, rules and export laws regulations of each country within the Territory where Distributor distributes the Product, including (a) the United States federal anti-kickback statute (42 U.S.C. §1320a-7(b)) and the related safe harbor regulations., and (b) the Limitation of Certain Physician Referrals, also referred to as the “Xxxxx Law” (42 U.S.C. § 1395nn);
k. Distributor shall promptly notify Erchonia of (xiv) not directly or indirectly use any complaint about negativepayments, unwanted, deleteriousdiscounts, or other side effects due benefits received from Xxxx or any proceeds derived from the sale or distribution of Product to make any payment or political contribution to an agent, employee, or representative of any foreign government, foreign governmental agency, or other organization directly or indirectly owned or controlled by any foreign government in compliance with the use US Foreign Corrupt Practices Act of the Products1977 (15 U.S.C. §§ 78dd-1, including the complainant’s name, contact information, and date of complaintet seq.)
l. During the term of this agreement (xv) Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times will comply with all applicable laws regulatory laws, rules and regulationsrequirements of the regulatory authorities of the Territory in which Distributor markets and sells Product, including but not limited to those concerning traceability, reporting and record keeping (e.g. complaints, adverse reactions, recall information). Distributor will promptly report to Xxxx in writing any Adverse Events of which Distributor becomes aware. Distributor will provide to Xxxx information in its possession regarding the adverse event for Xxxx to perform expedited and periodic reporting of Adverse Events to the applicable governmental authority. At Xxxx’x request, Distributor will provide Xxxx with copies of all relevant information in its possession to report Adverse Events.
Appears in 1 contract
Obligations of Distributor. a. Distributor shall use shall:
A. Submit to EST, if requested by EST, a marketing plan for the Products to be distributed, including a twelve (12) month forecast of sales revenue anticipated for these products.
B. Provide its best efforts to market, promote the licensing of and sell support services for the Products within the Territory in accordance with terms and conditions determined by EST, and provide evidence of such efforts if requested to do so by EST.
C. Employ, on an on-going basis, a fully trained and competent sales and technical support organization sufficient to meet Distributor's obligations hereunder and to have such personnel complete, at Distributor's expense, any training deemed necessary by EST to meet this requirement.
D. Maintain adequate person-power and facilities to ensure prompt handling' of inquiries, orders, shipments and support services as described by Section 13 below to end-users of the authorized customers Products in the Filed of Use and in the Territory during the term of this agreementTerritory.
b. E. Assign a specific contact at the office of Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C who will handle inquiries and correspondence pertaining to this agreement. Failure to meet these minimum performance goals for any periodAgreement with reasonable promptness.
F. In the conduct of its business under this Agreement, shallcomply with all applicable laws, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights regulations and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts orders in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit take any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor action which will at all times be and represent itself cause EST to be an independent distributorin. violation of any such law, not an agent regulation or employee of Erchonia.
h. Distributor may not make any contracts order in the Territory or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States including, but not limited to the US Foreign Corrupt Practices Act, the US Export Administration Regulations and the US Anti-Boycott Laws.
G. Not without prior written consent of Erchonia. To EST, appoint any sub- representatives, agents, sub-distributors or dealers to carry out any of the extent sales activities covered by this Agreement.
H. Assume all responsibility for delivery of the Products outside to end-users in the United States are permittedTerritory, Distributor will be solely responsible to comply including shipping and like costs, taxes, compliance with all applicable and expense of any import legalities and export laws and regulationsduties.
k. Distributor I. Bear exclusively all responsibility toward its employees imposed by legislation within the Territory and shall promptly notify Erchonia hold EST harmless from and indemnify EST against any and all claims by any such employee against EST for payment of commissions, salaries, expenses, termination indemnities or any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaintamounts payable under such legislation.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Distributor Agreement (Embedded Support Tools Corp)
Obligations of Distributor. a. Distributor shall use shall:
A. Submit to EST, if requested by EST, a marketing plan for the Products to be distributed, including a twelve (12) month forecast of sales revenue anticipated for these products.
B. Provide its best efforts to market, promote the licensing of and sell support services for the Products within the Territory in accordance with terms and conditions determined by EST, and provide evidence of such efforts if requested to do so by EST.
C. Employ, on an on-going basis, a fully trained and competent sales and technical support organization sufficient to meet Distributor's obligations hereunder and to have such personnel complete, at Distributor's expense, any training deemed necessary by EST to meet this requirement.
D. Maintain adequate person-power and facilities to ensure prompt handling of inquiries, orders, shipments and support services as described by Section 13 below to end-users of the authorized customers Products in the Filed of Use and in the Territory during the term of this agreementTerritory.
b. E. Assign a specific contact at the office of Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C who will handle inquiries and correspondence pertaining to this agreement. Failure to meet these minimum performance goals for any periodAgreement with reasonable promptness.
F. In the conduct of its business under this Agreement, shallcomply with all applicable laws, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights regulations and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts orders in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit take any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor action which will at all times be and represent itself cause EST to be an independent distributorin violation of any such law, not an agent regulation or employee of Erchonia.
h. Distributor may not make any contracts order in the Territory or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States including, but not limited to the US Foreign Corrupt Practices Act, the US Export Administration Regulations and the US Anti-Boycott Laws.
G. Not without prior written consent of Erchonia. To EST, appoint any sub-representatives, agents, sub-distributors or dealers to carry out any of the extent sales activities covered by this Agreement.
H. Assume all responsibility for delivery of the Products outside to end-users in the United States are permittedTerritory, Distributor will be solely responsible to comply including shipping and like costs, taxes, compliance with all applicable and expense of any import legalities and export laws and regulationsduties.
k. Distributor I. Bear exclusively all responsibility toward its employees imposed by legislation within the Territory and shall promptly notify Erchonia hold EST harmless from and indemnify EST against any and all claims by any such employee against EST for payment of commissions, salaries, expenses, termination indemnities or any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaintamounts payable under such legislation.
l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.
m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Distributor Agreement (Embedded Support Tools Corp)
Obligations of Distributor. a. Distributor shall use shall:
A. Submit to EST, if requested by EST, a marketing plan for the Products to be distributed, including a twelve (12) month forecast of sales revenue anticipated for these products.
B. Provide its best efforts to market, promote the licensing of and sell support services for the Products within the Territory in accordance with terms and conditions determined by EST, and provide evidence of such efforts if requested to do so by EST.
C. Employ, on an on-going basis, a fully trained and competent sales and technical support organization sufficient to meet Distributor's obligations hereunder and to have such personnel complete, at Distributor's expense, any training deemed necessary by EST to meet this requirement.
D. Maintain adequate person-power and facilities to ensure prompt handling of inquiries, orders, shipments and support services as described by Section 13 below to end-users of the authorized customers Products in the Filed of Use and in the Territory during the term of this agreementTerritory.
b. E. Assign a specific contact at the office of Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C who will handle inquiries and correspondence pertaining to this agreement. Failure to meet these minimum performance goals for any periodAgreement with reasonable promptness.
F. In the conduct of its business under this Agreement, shallcomply with all applicable laws, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights regulations and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts orders in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit take any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor action which will at all times be and represent itself cause EST to be an independent distributorin violation of any such law, not an agent regulation or employee of Erchonia.
h. Distributor may not make any contracts order in the Territory or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor shall not sell or export the Products outside the United States including, but not limited to the US Foreign Corrupt Practices Act, the US Export Administration Regulations and the US Anti-Boycott Laws.
G. Not without prior written consent of Erchonia. To EST, appoint any sub-representatives, agents, sub-distributors or dealers to carry out any of the extent sales activities covered by this Agreement.
H. Assume all responsibility for delivery of the Products outside to end-users in the United States are permittedTerritory, Distributor will be solely responsible to comply including shipping and like costs, taxes, compliance with all applicable and expense of any import legalities and export laws and regulationsduties.
k. Distributor I. Bear exclusively all responsibility toward its employees imposed by legislation within the Territory and shall promptly notify Erchonia hold EST harmless from and indemnify EST against any and all claims by any such employee against EST for payment of commissions, salaries, expenses, termination indemnities or any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaintamounts payable under such legislation.
l. During the term J. Maintain EST product line as an exclusive solution on EST processor coverage of this agreement Distributor shall at all time act in responsible ColdFire and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputationPowerPC.
m. Distributor shall at all times comply with all applicable laws and regulations.
Appears in 1 contract
Samples: Distributor Agreement (Embedded Support Tools Corp)
