Common use of Other Agreements and Covenants Clause in Contracts

Other Agreements and Covenants. 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products. 10.2 LFP will not appoint or contract with any breath alcohol instrument competitor of CMI as listed and described on Schedule G attached hereto, as a partner, agent or distributor or in any other capacity for and relating to the marketing, sales or distribution of the Products in the Territory. 10.3 LFP will take all commercially reasonable actions necessary to enforce the terms and provisions of CMI's exclusive distributorship hereunder. 10.4 LFP agrees to refer promptly any inquiries regarding the sale of the Products from Customers in the Territory received by it to CMI. CMI shall refer promptly to LFP any inquiries which CMI may receive from outside of the Territory or from a non-Customer inside the Territory for the purchase of the Products. 10.5 LFP shall maintain product liability insurance covering the Instruments designed or manufactured by LFP and Consumables designed or manufactured by LFP in amounts not less than One Million Dollars ($1,000,000.00). LFP shall promptly procure and maintain in full force and effect at all times during the Term of the Distributorship, with a responsible insurance carrier or carriers acceptable to CMI, at least One Million Dollars ($1,000,000.00) of product liability insurance coverage for bodily injury to one (1) person with respect to the Consumables and the Instruments designed or manufactured by LFP. All of said insurance shall provide for coverage resulting from claims reported during and after the policy period and shall name CMI as an additional insured. LFP shall promptly furnish or cause to be furnished to CMI evidence of the maintenance and renewal of the insurance required herein, including, but not limited to, copies of policies with applicable riders and endorsements, certificates of insurance, and continuing certificates of insurance. 10.6 Subject to Sections 7.2, 7.3 and 7.4 herein, alterations to any Product which LFP deems necessary or desirable, and that does not materially change the performance or user interface of the Products, may be made at any time by LFP, without prior notice to, or consent of, CMI, and such altered Product, upon satisfactorily meeting all Product specifications, shall be deemed fully conforming. In the event of such change in specifications or designs, LFP shall be under no obligation to make such change on any of the Products previously shipped to CMI. CMI shall not make any alterations or modifications whatsoever to Products, without the express prior written consent of LFP. In the event that LFP plans on a material change in the Product performance, then LFP will notify CMI in writing at least ninety (90) days (where appropriate) in advance. 10.7 LFP shall have the sole right to bring or threaten action or collect damages or settlements for infringement of proprietary rights (including, without limitation, distribution rights) with respect to the Products by third parties. CMI will promptly notify LFP of any potential infringement of which it becomes aware. 10.8 The parties anticipate that the Products and their results will be used by law enforcement agencies to prosecute defendants for drug or alcohol use. It is also anticipated that one or more defendants will seek to discredit or overturn the results of the Products. CMI will, in consultation with LFP, create a Law Enforcement Legal Challenge Strategy (LELCS). The LELCS will be drafted by CMI within sixty (60) days of the date of this Agreement and finalized as soon as reasonably possible thereafter. The purpose of the LELCS is to prepare the parties for the expected challenges and will include plans for: Jurisdictions best suited for a challenge; Strategy for success in a Court of Record; Data necessary to support system results; Experts available to provide expert testimony; Timeframe to expect challenges; Estimates of costs (financial, time, and other) necessary to win a challenge; and Any other aspects necessary for winning the challenge LFP will have primary responsibility for supporting and defending the Products when the performance or efficacy or results of the Products are challenged in criminal or civil suits which seek to invalidate the test results derived from the Product for the initial three year term of this Agreement. CMI will provide assistance to LFP in these matters.