Obligations of the Distributor. 6.1 The Distributor undertakes and agrees with the Company that it shall, at all times and at its own expense during the continuance of this agreement: 6.1.1 use its best endeavours to sell and promote the Sale of the Products and, subject to the Company being able to supply, the same to ensure that it maintains adequate stocks of Products to meet demand and to promptly fulfil orders from its customers within the Territory; 6.1.2 employ such numbers of technically qualified sales personnel, able efficiently to demonstrate and explain the Products, as may be necessary to ensure full promotion of the Products throughout the Territory; 6.1.3 supply the Company with a report every three months informing. the Company of the progress and development of the market for the Products in the Territory and of all regulations affecting the import, distribution and Sale of the Products in the Territory; 6.1.4 send to the Company, on reasonable request, such details of future Sales and stocks and other statistical forecasts as the Company may reasonably require for budgetary purposes and for programming future production; 6.1.5 promptly submit to the Company all complaints relating to the Products together with all available evidence and other information relating to those complaints and forward to the Company, at the Company's expense, for examination, representative samples of the Products in respect of which complaints are made (including, but not limited to, full identification of such Products including Product references and numbers); 6.1.6 in all relevant correspondence and other dealings relating directly or indirectly to the Sale of the Products, clearly indicate that it is acting as principal, and, in no circumstances, expressly or impliedly do any act or thing which may cause third parties to think that it is acting as an agent of the Company; 6.1.7 comply with all applicable laws and regulations during the course of performance of this agreement and in related activities and be responsible for obtaining and maintaining in force all such licences, consents and approvals of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the import, advertising, storage, marketing and Sale of the Products in the Territory and shall indemnify the Company against any and all loss, damage, costs, expenses, claims or other liabilities which may arise, directly or indirectly, out of the Distributor's failure to comply with its obligations hereunder; 6.1.8 instruct the purchasers and users in the correct operation and safe use of the Products [and supply to every such person a copy of the Company's service/operational manual/guarantee; 6.1.9 make available after-sales service and service under the Company's guarantee, on a free of charge basis to all users of the Products situated in the Territory (whether or not such Products were purchased from the Distributor); 6.1.10 keep full accounts and records showing clearly all enquiries and transactions relating to the Products and permit authorised officers of the Company at all reasonable times to have access to the premises where such accounts and records are kept for the purpose of inspecting the same; 6.1.11 respond promptly to all enquiries received from potential or actual customers and to all referrals whether from the Company or elsewhere; 6.1.12 provide the Company in advance with full details of its proposed marketing and promotional activities regarding the Products including, without limitation, a copy of its proposed business plan for approval by the Company and such other information and/or documentation as the Company may reasonably require; 6.1.13 upon request from the Company, return to the Company or make such other disposition (including, but not limited to, recalling Products) as the Company shall direct of any portion of the Products determined by the Company to be outdated or to otherwise require such disposition. In the event of any such return or disposition before such time as the Products become outdated based on their labelled expiration date, the Company shall either replace the Products or reimburse the Distributor in an amount equal to the original basic price paid by the Distributor for the Products excluding any freight, taxes or other charges. The Distributor acknowledges and agrees that its sole remedy in relation to any such return or disposition shall be to receive replacement Products or reimbursement per the preceding sentence. In no event shall the Company be liable for any special, consequential or other loss or damages related to or arising out of (whether directly or indirectly) such return or disposition (save that nothing herein shall exclude any liability of the Company for personal injury or death occurring through the Company's negligence). The Distributor hereby agrees to maintain records sufficient, in the Company's reasonable opinion, to enable an effective recall of Products that it sells, and to co-operate fully and at its own cost in any recall effort conducted by the Company. The Company expressly retains the right to direct any recall of Products in the Territory; and 6.1.14 maintain in force, during the term of this agreement and for as long as a practical need exists, one or more policies of liability insurance which shall cover all liabilities of the Distributor, whenever arising, attributable to Products sold under this agreement and the risk of loss or damage to the Products whilst risk is with the Distributor. The Distributor shall also maintain all necessary insurances required by applicable law(s) within the Territory, including, without limitation, employer's liability insurance. 6.2 The Distributor shall not: 6.2.1 solicit customers for the Products outside the Market within the Territory, or establish any branch or maintain any depot outside the Territory for the Sale of the Products; 6.2.2 make purchases or sales or incur any liabilities whatever on behalf of the Company or attempt to bind the Company to third parties in any manner whatever or participate in activities or practices that may injure the reputation of the Company, the Company's businesses (or the goods and services provided pursuant thereto) or the Products; 6.2.3 in any way pledge the credit of the Company; 6.2.4 use the name of the Company or any part of it or the trade names of the Products or any part of them in the corporate name or the title of the Distributor or any associated company or on any advertisement (including public signs and displays) or use such name or trade names in any manner as a description of the business of the Distributor or any associated company without the prior written consent of the Company provided that the Distributor may, on its letter headings and business forms, describe itself as an exclusive distributor in the Territory for the Products; 6.2.5 make any representation or give any warranty in relation to the Products unless such representation or warranty has been previously approved in writing by the Company; 6.2.6 deface or alter the Products or their packaging in any manner whatever and, in particular, alter, remove or in any way tamper with any warnings or instructions for use of the Products or any indication of the source of origin of the Products; 6.2.7 and shall procure that none of its employees, consultants or agents, either directly or indirectly manufacture, offer, promote, sell or distribute goods which are of the same kind, similar to or compete with the Products. Subject to clause 5.5 the Distributor shall further obtain the Products for resale only from the Company or from such other source as the Company may expressly authorise or direct in writing and shall not, and shall procure that none of its employees, consultants or agents, actively advertise, promote or solicit customers for the Products outside the Market within the Territory. In addition, the Distributor shall not, and shall procure that none of its employees, consultants or agents, sell the Products to customers outside the Market within the Territory unless expressly authorised by the Company in writing. However, should the parties continue this agreement beyond five years after the date of signature, the foregoing restriction in the first sentence of this clause 6.2.7 shall apply only to the extent that such competitive products account for more than 20% of the combined sales of the Products and competitive products by the Distributor during the preceding 12-month period. Notwithstanding the foregoing, nothing in this clause 6.2.7 shall preclude the Distributor from responding to unsolicited requests from any individual customer outside the Market but within a Member State of the European Union or the European Economic Area, wherever located, who purchases Products with a view to their use within the territory of a Member State of the European Union or European Economic Area; and 6.2.8 and shall procure so far as is reasonably possible that no third party shall, alter, modify, destroy, tamper with, reverse engineer or otherwise deal with any Product sold to it pursuant hereto in a manner other than as contemplated and permitted hereunder, without the Company's express written consent (which may be withheld at its sole discretion).
Appears in 2 contracts
Samples: Distribution Agreement (Ovation Products Corp), Distribution Agreement (Ovation Products Corp)
Obligations of the Distributor. 6.1 The Distributor undertakes and agrees with the Company that it shall, at all times and at its own expense during the continuance of this agreement:
6.1.1 (a) use its best endeavours efforts to sell market the Product in the Territory, negotiate, settle the terms and promote conditions of, conclude and sign sales contracts or other arrangements relating to the Sale sale of Product in the Territory (each a “ Sales Contract”);
(b) administer all Sales Contracts, including documentation, settlement of disputes, collection of accounts and all other matters that may be necessary to develop, implement and maintain the Sales Contracts;
(c) Arrange letters of credit as applicable in connection with the purchase of the Products andProduct upon order placement under a Sales Contract, subject unless other credit arrangements have been made with respect to the Company being able purchaser under such Sales Contract. [NTD: Trade financing mechanics to supplybe clarified with FK’s and Distributor’s financial institutions]
(d) perform or incur the expense of any translation of material and staff training to the extent the Distributor so requires;
(e) utilize the services of technically qualified personnel in the sale of the Product in the Territory when employing or contracting to selling agents, sales teams and area distributors within the same to Territory and ensure that it maintains adequate stocks of Products and such agents, sellers and distributors in the Territory conform to meet demand the intent and the terms and conditions as stated herein;
(f) limit sales activities to promptly fulfil orders from its customers within the Territory;
6.1.2 employ such numbers of technically qualified sales personnel, able efficiently (g) use best efforts to demonstrate and explain meet the Products, as may be necessary to ensure full promotion of the Products throughout the TerritoryMinimum Sales Requirement;
6.1.3 supply (h) furnish to FK on a quarterly basis the Company with a report every three months informing. the Company terms of the progress and development of the market for the Products in the Territory and of all regulations affecting the import, distribution and Sale of the Products in the Territory;
6.1.4 send to the Company, on reasonable request, such details of future Sales and stocks and other statistical forecasts as the Company may reasonably require for budgetary purposes and for programming future production;
6.1.5 promptly submit to the Company all complaints sales relating to the Products together with all available evidence and other information relating to those complaints and forward to the Company, at the Company's expense, for examination, representative samples of the Products in respect of which complaints are made (including, but not limited to, full identification of such Products including Product references and numbers)Product;
6.1.6 in (i) furnish to FK on a quarterly basis, reports listing all relevant correspondence current and other dealings relating directly or indirectly potential clients and customers, names, address, email and contact person and amount of product they purchase on a monthly basis;
(j) the Distributor will have on staff their own sales agents to document orders and pass onto the Sale of FK office, this whole process will be done and recorded through Internet;
(k) all the Products, clearly indicate that it is acting as principal, andDistributor sales must be conducted through the Internet by using FK’s Internet based sales software platform;
(l) not issue any press release regarding FK products, in no circumstances, expressly or impliedly do any act or thing which may cause third parties to think that it is acting as an agent of the Company;
6.1.7 comply with all applicable laws and regulations during the course of performance of this agreement and in related activities and be responsible for obtaining and maintaining in force all such licences, consents and approvals of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the import, advertising, storage, marketing and Sale of the Products in the Territory and shall indemnify the Company against any and all loss, damage, costs, expenses, claims or other liabilities which may arise, directly or indirectly, out of the Distributor's failure to comply with its obligations hereunder;
6.1.8 instruct the purchasers and users in the correct operation and safe use of the Products [and supply to every such person a copy of the Company's service/operational manual/guarantee;
6.1.9 make available after-sales service and service under the Company's guarantee, on a free of charge basis to all users of the Products situated in the Territory (whether or not such Products were purchased from the Distributor);
6.1.10 keep full accounts and records showing clearly all enquiries and transactions relating to the Products and permit authorised officers of the Company at all reasonable times to have access to the premises where such accounts and records are kept for the purpose of inspecting the same;
6.1.11 respond promptly to all enquiries received from potential or actual customers and to all referrals whether from the Company or elsewhere;
6.1.12 provide the Company in advance with full details of its proposed marketing and promotional activities regarding the Products including, without limitation, a copy of its proposed business plan for approval by the Company and such other information and/or documentation as the Company may reasonably require;
6.1.13 upon request from the Company, return to the Company or make such other disposition (including, but not limited to, recalling Products) as the Company shall direct of any portion of the Products determined by the Company to be outdated or to otherwise require such disposition. In the event of any such return or disposition before such time as the Products become outdated based on their labelled expiration date, the Company shall either replace the Products or reimburse the Distributor in an amount equal to the original basic price paid by the Distributor for the Products excluding any freight, taxes or other charges. The Distributor acknowledges and agrees that its sole remedy in relation to any such return or disposition shall be to receive replacement Products or reimbursement per the preceding sentence. In no event shall the Company be liable for any special, consequential or other loss or damages related to or arising out of (whether directly or indirectly) such return or disposition (save that nothing herein shall exclude any liability of the Company for personal injury or death occurring through the Company's negligence). The Distributor hereby agrees to maintain records sufficient, in the Company's reasonable opinion, to enable an effective recall of Products that it sells, and to co-operate fully and at its own cost in any recall effort conducted by the Company. The Company expressly retains the right to direct any recall of Products in the Territory; and
6.1.14 maintain in force, during the term of this agreement and for as long as a practical need exists, one or more policies of liability insurance which shall cover all liabilities of the Distributor, whenever arising, attributable to Products sold under this agreement and the risk of loss or damage to the Products whilst risk is with the Distributor. The Distributor shall also maintain all necessary insurances required by applicable law(s) within the Territory, including, without limitation, employer's liability insurance.
6.2 The Distributor shall not:
6.2.1 solicit customers for the Products outside the Market within the Territory, or establish any branch or maintain any depot outside the Territory for the Sale in respect of the Products;
6.2.2 make purchases or sales or incur any liabilities whatever on behalf of the Company or attempt to bind the Company to third parties in any manner whatever or participate in activities or practices that may injure the reputation of the CompanyTerritory, the Company's businesses (or the goods and services provided pursuant thereto) or the Products;
6.2.3 in any way pledge the credit of the Company;
6.2.4 use the name of the Company or any part of it or the trade names of the Products or any part of them in the corporate name or the title of the Distributor or any associated company or on any advertisement (including public signs and displays) or use such name or trade names in any manner as a description of the business of the Distributor or any associated company without the prior written consent of FK, with such consent to be given in a timely manner and such consent not to be withheld where the Company provided that release is required to comply with the reporting jurisdiction;
(m) The Ditributor must purchase yearly insurance coverage for third party liability and product insurance,respect and fulfill, at FK’s expense, the terms and conditions of any Product warranty;
(n) protect the goodwill associated with the Product and promptly advise FK of any known or threatened infringement of or challenge to the proprietary rights and upon request, support FK in securing and protecting such proprietary rights and in opposing unfair competition of other firms, all at the expense of FK;
(o) comply with all local laws, certifications, licensing regulations and rulings of governmental bodies having jurisdiction over the Distributor’s business in respect to the sale and delivery of the Product;
(p) use its most reasonable business practices to provide quality customer service to the end user, including assisting FK in verifying any warranty claims;
(q) immediately advise FK if the Distributor may, has any knowledge of the commencement or threat of any legal proceeding or claim based on its letter headings and business forms, describe itself as an exclusive distributor in the Territory for the Productsany alleged defect of any Product;
6.2.5 make any representation or give any warranty in relation to the Products unless such representation or warranty has been previously approved in writing by the Company;
6.2.6 deface or alter the Products or their packaging in any manner whatever and, in particular, alter, remove or in any way tamper (r) provide FK with any warnings or instructions for use of the Products or any indication of the source of origin of the Products;
6.2.7 and shall procure that none of its employees, consultants or agents, either directly or indirectly manufacture, offer, promote, sell or distribute goods which are of the same kind, similar to or compete with the Products. Subject to clause 5.5 the Distributor shall further obtain the Products for resale only from the Company or from such other source as the Company may expressly authorise or direct in writing and shall not, and shall procure that none of its employees, consultants or agents, actively advertise, promote or solicit customers for the Products outside the Market within the Territory. In addition, the Distributor shall not, and shall procure that none of its employees, consultants or agents, sell the Products to customers outside the Market within the Territory unless expressly authorised by the Company in writing. However, should the parties continue this agreement beyond five years after the date of signature, the foregoing restriction in the first sentence of this clause 6.2.7 shall apply only to the extent that such competitive products account for more than 20% of the combined sales of the Products and competitive products by the Distributor during the preceding 12-month period. Notwithstanding the foregoing, nothing in this clause 6.2.7 shall preclude the Distributor from responding to unsolicited requests from any individual customer outside the Market but within a Member State of the European Union or the European Economic Area, wherever located, who purchases Products with a view to their use within the territory information of a Member State of common interest concerning the European Union or European Economic AreaProduct’s penetration, sales forecasts, competition, trend analysis and the like; including providing, if practicable, advance rolling quarterly sales volume forecast to allow FK ample time to ramp up manufacturing to meet the anticipated needs; and
6.2.8 (s) Meet annually with FK to establish a sales and shall procure so far as is reasonably possible that no third party shallmarketing plan for the following 12 month period, alter, modify, destroy, tamper with, reverse engineer or otherwise deal with any Product sold to it pursuant hereto in a manner other than as contemplated and permitted hereunder, without FK covering the Company's express written consent (which may be withheld at its sole discretion)costs of such meetings after the second year.
Appears in 1 contract
Obligations of the Distributor. 6.1 3.2.1 The Distributor undertakes agrees to, and agrees with the Company that it shall, at all times and at its own expense during the continuance of this agreement:
6.1.1 3.2.1.1 use its best endeavours efforts to sell and promote the Sale sale of Products throughout the Territory and will use its best efforts to obtain orders for Products;
3.2.1.2 handle, transport, promote, demonstrate and sell Products only (i) in compliance with the laws and regulations applicable to the Territory; (ii) in a manner so as to enhance the quality and prestige of Products and in a way not to disparage the image of the Supplier or Products;
3.2.1.3 follow any directions provided from time to time by the Supplier with respect to advertising of the Products andand without limiting the foregoing, subject to including the Company being able to supply, the same to ensure that it maintains adequate stocks of Products to meet demand and to promptly fulfil orders from its customers within the Territory;
6.1.2 employ such numbers of technically qualified sales personnel, able efficiently to demonstrate and explain the Products, as may be necessary to ensure full promotion of the Products throughout the Territory;
6.1.3 supply the Company with a report every three months informing. the Company of the progress and development of the market for the Products in the Territory and of all regulations affecting the import, distribution and Sale of the Products in the Territory;
6.1.4 send to the Company, on reasonable request, such details of future Sales and stocks and other statistical forecasts as the Company may reasonably require for budgetary purposes and for programming future production;
6.1.5 promptly submit to the Company all complaints relating to the Products together with all available evidence and other information relating to those complaints and forward to the Company, at the Company's expense, for examination, representative samples of the Products in respect of which complaints are made (including, but not limited to, full identification of such Products including Product references and numbers);
6.1.6 in all relevant correspondence and other dealings relating directly or indirectly to the Sale of the Products, clearly indicate that it is acting as principal, and, in no circumstances, expressly or impliedly do any act or thing which may cause third parties to think that it is acting as an agent of the Company;
6.1.7 comply with all applicable laws and regulations during the course of performance of this agreement and in related activities and be responsible for obtaining and maintaining in force all such licences, consents and approvals advertising of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the import, advertising, storage, marketing and Sale of the Products in the Territory and shall indemnify the Company against any and all loss, damage, costs, expenses, claims or other liabilities which may arise, directly or indirectly, out of the Distributor's failure to comply with its obligations hereunder;
6.1.8 instruct the purchasers and users in the correct operation and safe use of the Products [and supply to every such person a copy of the Company's service/operational manual/guarantee;
6.1.9 make available after-sales service and service under the Company's guarantee, on a free of charge basis to all users of the Products situated in the Territory (whether or not such Products were purchased from the Distributor);
6.1.10 keep full accounts and records showing clearly all enquiries and transactions relating to the Products and permit authorised officers of the Company at all reasonable times to have access to the premises where such accounts and records are kept limited warranties for the purpose of inspecting the same;
6.1.11 respond promptly to all enquiries received from potential or actual customers and to all referrals whether from the Company or elsewhere;
6.1.12 provide the Company in advance with full details of its proposed marketing and promotional activities regarding the Products including, without limitation, a copy of its proposed business plan for approval by the Company and such other information and/or documentation as the Company may reasonably require;
6.1.13 upon request from the Company, return to the Company or make such other disposition (including, but not limited to, recalling Products) as the Company shall direct of any portion of the Products determined by the Company to be outdated or to otherwise require such disposition. In the event of any such return or disposition before such time as the Products become outdated based on their labelled expiration date, the Company shall either replace the Products or reimburse the Distributor in an amount equal to the original basic price paid by the Distributor for the Products excluding any freight, taxes or other charges. The Distributor acknowledges and agrees that its sole remedy in relation to any such return or disposition shall be to receive replacement Products or reimbursement per the preceding sentence. In no event shall the Company be liable for any special, consequential or other loss or damages related to or arising out of (whether directly or indirectly) such return or disposition (save that nothing herein shall exclude any liability of the Company for personal injury or death occurring through the Company's negligence). The Distributor hereby agrees to maintain records sufficient, in the Company's reasonable opinion, to enable an effective recall of Products that it sells, and to co-operate fully and at its own cost in any recall effort conducted by the Company. The Company expressly retains the right to direct any recall of Products in the Territory; and
6.1.14 maintain in force, during the term of this agreement and for as long as a practical need exists, one or more policies of liability insurance which shall cover all liabilities of the Distributor, whenever arising, attributable to Products sold under this agreement and the risk of loss or damage to the Products whilst risk is with the Distributor. The Distributor shall also maintain all necessary insurances required by applicable law(s) within the Territory, including, without limitation, employer's liability insurance.
6.2 The Distributor shall not:
6.2.1 solicit customers for the Products outside the Market within the Territory, or establish any branch or maintain any depot outside the Territory for the Sale of the Products;
6.2.2 3.2.1.4 not reverse engineer or otherwise attempt to ascertain the Supplier Technology associated with or contained in the Products;
3.2.1.5 apply for and obtain, as required in the Territory, all licenses, permits and other authorizations in relation to the promotion, marketing and supply of Products;
3.2.1.6 immediately notify the Supplier in writing of any threatened litigation or claims known to the Distributor involving an alleged defect in Products or the Supplier Technology;
3.2.1.7 after the transfer of title as specified in this Agreement, obtain all required import permits and licenses for the Products, and pay all applicable customs duties and other related charges;
3.2.1.8 not do or omit to do anything in its use of Trademarks or other intellectual property rights relating to the Products, and without limiting the foregoing, including the Supplier Technology, which may or could adversely affect the validity thereof and this obligation shall survive termination of this Agreement or relevant elements thereof;
3.2.1.9 not deal in, use or expressly or by implication, provide rights to the Supplier Technology or Products, other than as specifically contemplated in this Agreement;
3.2.1.10 except to the extent specifically otherwise required by law, the Distributor confirms that it shall comply with all reasonable directions of the Supplier in relation to the use of Trademarks;
3.2.1.11 not make purchases or sales allow to be made any representations or incur give any liabilities whatever warranties to the potential detriment of the Supplier or the Products not specifically authorized in writing by the Supplier, including the Supplier's reputation or liability, beyond those contained in the documentation provided to the Distributor from or on behalf of the Company Supplier for such purpose;
3.2.1.12 not modify or attempt to bind alter the Company to third parties Products in any manner whatever or participate in activities or practices that may injure the reputation of the Company, the Company's businesses (or the goods and services provided pursuant thereto) or the Products;
6.2.3 in any way pledge the credit of the Company;
6.2.4 use the name of the Company or any part of it or the trade names of the Products or any part of them in the corporate name or the title of the Distributor or any associated company or on any advertisement (including public signs and displays) or use such name or trade names in any manner as a description of the business of the Distributor or any associated company whatsoever without the prior written consent of the Company provided that Supplier, except those modifications in accordance with the Distributor may, on its letter headings Supplier's written specifications and business forms, describe itself as an exclusive distributor in the Territory for the Productsauthorized procedures or instructions;
6.2.5 make any representation or give any warranty in relation to the Products unless such representation or warranty has been previously approved in writing by the Company;
6.2.6 deface or alter the Products or their packaging in any manner whatever and3.2.1.13 maintain, in particular, alter, remove or in any way tamper with any warnings or instructions for use of the Products or any indication of the source of origin of the Products;
6.2.7 and shall procure that none of its employees, consultants or agents, either directly or indirectly manufactureindirectly, offer, promote, sell or distribute goods which are of the same kind, similar to or compete such product liability and other insurance with the Products. Subject to clause 5.5 the Distributor shall further obtain the Products for resale only from the Company or from such other source reputable insurance companies as the Company Supplier may expressly authorise or direct in writing and shall notreasonably request, and shall procure that none of its employees, consultants or agents, actively advertise, promote or solicit customers for provide the Products outside the Market within the Territory. In addition, the Distributor shall not, and shall procure that none of its employees, consultants or agents, sell the Products to customers outside the Market within the Territory unless expressly authorised by the Company in writing. However, should the parties continue this agreement beyond five years after the date of signature, the foregoing restriction in the first sentence of this clause 6.2.7 shall apply only to the extent that such competitive products account for more than 20% of the combined sales of the Products and competitive products by the Distributor during the preceding 12-month period. Notwithstanding the foregoing, nothing in this clause 6.2.7 shall preclude the Distributor from responding to unsolicited requests from any individual customer outside the Market but within a Member State of the European Union or the European Economic Area, wherever located, who purchases Products Supplier with a view to copy of their use within the territory of a Member State of the European Union or European Economic Areainsurance policies; and
6.2.8 3.2.1.14 provide the Supplier with sales, inventory, market share and shall procure so far as is reasonably possible that no third party shall, alter, modify, destroy, tamper with, reverse engineer or otherwise deal with any Product sold to it pursuant hereto in a manner other than as contemplated and permitted hereunder, without the Company's express written consent (which may be withheld at its sole discretion)customer names.
Appears in 1 contract
