Other Obligations of Distributor Sample Clauses
Other Obligations of Distributor. (a) DISTRIBUTOR shall not commence distribution, other than for PUBLISHER or an Affiliate of PUBLISHER, of magazines or periodicals principally containing crossword puzzles, fill-in puzzles, find-a-word type puzzles, sudoku puzzles or other similar type puzzles, boxing magazines, wrestling magazines or other similar type magazines which are published on the Effective Date by or for any of the publishers identified on Schedule "B" attached hereto or any newly commenced publications by any such identified publisher; provided, however, that this subparagraph (a) shall not apply
(i) at any time when PUBLISHER and all Affiliates of PUBLISHER engaged in publication of such type magazines or periodicals shall collectively have a market share of less than fifty percent (50%) of their collective market share in 2005, or
(ii) with respect to any such magazines or periodicals which have since the Effective Date been sold by the respective publishers identified on Schedule "B" to a publisher not on such Schedule if such magazines and periodicals sold have a collective market share of two percent (2%) or less at the time of the commencement of distribution by DISTRIBUTOR. For purposes of this subparagraph (a), the collective market share in 2005 of PUBLISHER and Affiliates of PUBLISHER engaged in publication of such type magazines or periodicals shall be determined by reference to sale and Return data included in market share analysis performed in conformity with the requirements set forth on Schedule "D".
(b) DISTRIBUTOR shall, and hereby agrees, to provide the services and the reports identified in Schedule "D" attached hereto.
(c) DISTRIBUTOR shall, and hereby agrees, to designate one employee of DISTRIBUTOR reasonably acceptable to PUBLISHER who shall be the exclusive account executive for PUBLISHER during the term hereof; provided, however, that such exclusive account executive may also serve other publishers which are Affiliates of PUBLISHER, and further provided that in the event that the number of Publications covered hereby, and by other agreements similar hereto with such Affiliates becomes too great for any one account executive, DISTRIBUTOR may in its discretion designate another such account executive, who shall be non-exclusive.
Other Obligations of Distributor a. Distributor shall not market or sell, distribute or promote any product comparable to or competitive with any Product covered by this Agreement. Distributor may request the CytoCore’s prior written approval. The notice shall specify the source and name of such product and include a full and complete description of the nature, characteristics, and uses of such product.
b. Distributor shall maintain in confidence and not use except for purposes of this Agreement any confidential information furnished to it by CytoCore including information contained in any report furnished by Distributor hereunder, all confidential Product information and all advertising programs and plans. Distributor shall impose the same obligation upon its employees and agents, including advertising agencies. Such obligation will not apply in respect of any information which was already in the public domain; or is already known to Distributor or which Distributor acquired from a third party who has the free right to disclose the information to them.
c. Distributor shall maintain in confidence and not use except for purpose of this Agreement any Confidential Product Information and all advertising programs and plans. Distributor shall impose the same obligation upon its employees and agents, including advertising agencies. Such obligation will not apply in respect of any information which was already in the public domain; or is already known to Distributor or which Distributor acquired from a third party who has the free right to disclose the information to them.
d. Inasmuch as the laws of particular countries mandate the use of specified ingredients, forms of labels and instructions for use, the precise requirements for which vary from country to country and also frequently differ even as between lines of trade in the same country, Distributor shall resell Products only to purchasers as to whom Products meet all local legal requirements and shall not sell Products to any purchaser that Distributor has reason to believe may resell them otherwise than as provided herein.
e. CytoCore will not accept any return Products for credit unless (1) Distributor has first obtained CytoCore’s authorization in writing to return such Products in saleable condition and Distributor prepays the return freight, or (2) packaging for the Products is defective, or Distributor becomes aware that the Products are defective, and notice of such defect is received by CytoCore from Distributor within thirty (30) ...
Other Obligations of Distributor. (a) Distributor shall maintain an active sales organization which is knowledgeable with respect to the functional capabilities and uses of the Products.
(b) Distributor shall employ competent and experienced service personnel, provide appropriate service shop facilities, and maintain an adequate stock of spare parts so as to render prompt and adequate service to the users of the Products in the Territory. As part of Distributor's obligations under this Agreement, Distributor agrees to provide, at Distributor's expense, any and all repair or other Product service of the Products after they have been sold or otherwise distributed by Distributor to any customer.
(c) Distributor shall prepare, at Distributor's cost, a reasonable number of catalogs, brochures or other promotional materials which may be reasonably necessary to promote the sale of the Product. Distributor shall translate, at its own expense, all user and technical manuals and advertising and marketing information with respect to the Products into the Japanese language and provide Manufacturer with advance copies (in both English and Japanese) of all such materials for approval by Manufacturer. Copies of any such material shall be approved in advance by Manufacturer with English language translation of any foreign language text. Distributor shall assign all copyrights in such translations to Manufacturer. Distributor shall have a non-exclusive right during the term of this Agreement, in connection with its activities pursuant to this Agreement, (i) to use such translations, and (ii) to incorporate such translations into its own manuals, advertising and marketing information. Manufacturer shall not be liable for translation errors made by Distributor or at Distributor's direction or for the non-conformance of such translated materials with laws and regulations in force from time to time in the Territory. Distributor shall indemnify and hold Manufacturer harmless to the extent that a third party brings claims against Manufacturer based on such errors or non- conformance.
(d) Distributor shall comply with all applicable laws, statutes, regulations and treaties relating to the marketing, sale and distribution of the Products in the Territory and the performance of Distributor's duties and obligations hereunder and obtain all governmental import, product registration, currency (including foreign exchange) and other approvals, licenses or authorizations necessary in Japan or necessary for distribution a...
Other Obligations of Distributor. (a) Facilities and resources. Distributor shall employ competent and experienced personnel, provide appropriate facilities and resources so as to render prompt and adequate assistance to the users of the Products in the Territory, and so as to comply with all of Distributor’s obligations under this Agreement. Distributor shall provide adequate and appropriate training to its staff concerning the Products.
Other Obligations of Distributor a. Distributor shall not market or sell, distribute or promote any product comparable to or competitive with any Product covered by this Agreement. Distributor may request the CytoCore’s prior written approval. The notice shall specify the source and name of such product and include a full and complete description of the nature, characteristics, and uses of such product.
b. Distributor shall maintain in confidence and not use except for purposes of this Agreement any confidential information furnished to it by CytoCore including information contained in any report furnished by Distributor hereunder, all confidential Product information and all advertising programs and plans. Distributor shall impose the same obligation upon its employees and agents, including advertising agencies. Such obligation will not apply in respect of any information which was already in the public domain; or is already known to Distributor or which Distributor acquired from a third party who has the free right to disclose the information to them. c In as much as the laws of particular countries mandate the use of specified ingredients, forms of labels and instructions for use, the precise requirements for which vary from country to country and also frequently differ even as between lines of trade in the same country, Distributor shall resell Products only to purchasers as to whom Products meet all local legal requirements and shall not sell Products to any purchaser that Distributor has reason to believe may resell them otherwise than as provided herein.
Other Obligations of Distributor. 12.1 Distributor shall use reasonable efforts to promote and market the Products. Distributor shall provide sufficient qualified staff to carry out its obligation to market. Distributor shall pursue any mutually agreeable marketing leads received from Supplier.
12.2 Distributor undertakes that, prior to acceptance of the Products by any Customer, the Customer will execute a Customer Agreement as provided for above.
12.3 For the period from the first technical support call in respect of each Product by a Customer to the sixty (60) day anniversary of the Delivery Date, Distributor shall provide Primary Support to such Customer for such Product, following which date the Software Support Fee will become due ("Fee Support Date").
Other Obligations of Distributor. The Distributor shall:
(a) Devote its commercially reasonable efforts to the promotion and sale of the Products consistent with good business practices and in a manner that it reasonably believes will reflect favorably on the Products and the goodwill and reputation of VitroTech and VitroCo;
(b) Comply, in all material respects, with the provisions of all applicable laws and the rules and regulations thereunder, and refrain from engaging in any illegal business practices whatsoever with respect to the promotion and sale of the Products;
(c) Hold itself out as an independent contractor with respect to VitroTech and VitroCo and not present itself as an agent, representative or employee of any other party, and prominently display in any advertising or signage related to the Products that it is an Authorized Master Distributor of VitroTech and VitroCo;
(d) Not make any warranties, express or implied, by operation of law or otherwise, concerning the Products which are in addition to any written warranties made by VitroTech and VitroCo;
(e) Advise VitroTech and VitroCo of complaints relating to the Products received in writing;
(f) Pay for all the Distributor's costs associated with the promotion and advertising of the Products;
(g) Obtain and pay for such licenses, permits and authorizations as may be necessary in connection with the Distributor's promotion and sale of the Products.
Other Obligations of Distributor a. Neither Distributor, nor its affiliates or subsidiaries may sell, promote or otherwise distribute any products which compete directly with the Products. Distributor shall not establish any branch, or maintain any distribution depot, outside of its Area for the sale of the Products. This provision will apply to other business entities owned by Distributor’s shareholders, directors, beneficial owners, or employees as if such individuals or entities were actual signatories to this Agreement.
b. Distributor shall maintain in confidence and not use except for purposes of this Agreement any confidential information furnished to it by CytoCore including information contained in any report furnished by Distributor hereunder, all confidential Product information and all advertising programs and plans. Distributor shall impose the same obligation upon its agents, if any, permitted under subsection 14(b) hereof. This Section 1 will be binding upon Distributors Shareholders, beneficial owners, directors, officers, employees and agents, including advertising agencies as if they were original signatories to this Agreement. This subsection 11B shall not affect Distributor’s right to use or disclose information that: (i) is or may hereafter be in the public domain; (ii) the Distributor can show was Known to it without any confidentiality obligation prior to the disclosure by CytoCore; (iii) is disclosed to the Distributor by a third party, without violation of any confidentiality obligation, subsequent to disclosure by CytoCore; (iv) is independently developed by the receiving party without use of the Confidential Information of CytoCore; or (v) is required to be disclosed pursuant to governmental or judicial process, provided that notice of such process is promptly provided to CytoCore in order that it may have every opportunity to intercede in such process to contest such disclosure.
c. On an annual basis Distributor’s chief financial officer, or independent public accountant, must verify in writing to CytoCore that its financial condition meets 3 out of the following 4 metrics: Return on Sales (Net Profit/Sales) > 3.5% Return on Assets (Net Profit/Total Assets) > 9.0% Return on Net Worth (Net Profit/Net Worth) > 25.5% Inventory Turns > 11.5 times These ratios were calculated using data published in Dun & Bradstreet’s Industry Norms & Financial Ratios for SIC 5097 (Medical Equipment and Device Wholesalers).
Other Obligations of Distributor. (a) Distributor shall install the Products on the premises of its customers and shall train its customers to operate the Products. Distributor shall employ competent and experienced service personnel, provide appropriate service shop facilities, and maintain an adequate stock of spare parts so as to render prompt and adequate service to the users of the Products in the Territory.
(b) Distributor shall provide Manufacturer with advance copies of all advertising and marketing materials to be used by Distributor for approval by Manufacturer, which shall not be unreasonably withheld or delayed.
(c) Distributor shall submit a rolling 12-month sales forecast to Manufacturer every three months commencing on the April 1st, July 1st, October 1st or January 1st first following the Effective Date (or, if the Effective Date is within 30 days before any of such dates, commencing on the second such date after the Effective Date). Such sales forecast shall include, as applicable, quantities, configurations, expected order dates, expected shipping dates and expected spare parts requirements. If the most recent forecast becomes materially inaccurate at any time, Distributor shall promptly provide Manufacturer with updated information. The sales forecast shall be for planning purposes only and Distributor is not required to purchase the Products projected to be sold on the sales forecast.
(d) Distributor shall keep Manufacturer advised of general market and other developments that may affect the sale of Products in the Territory, as well as information on competitive products and activities which come to its attention.
(e) Distributor shall not take (or permit any third party to take on its behalf) any of the following actions without Manufacturer's prior written approval, which approval may be withheld in Manufacturer's absolute discretion: (i) make any information about Manufacturer available on the Internet; (ii) link any site on the Internet to any site on the Internet established, operated or sponsored by Manufacturer; or (iii) use any of the Marks (as defined in Section 4) on any site on the Internet.
Other Obligations of Distributor. 6.1 DISTRIBUTOR will use reasonable commercial efforts to promote the sale of the Products.
6.2 DISTRIBUTOR will purchase Products having an aggregate invoice price up to the quota [***] during the initial annual term and during each subsequent annual term of this Agreement.
6.3 DISTRIBUTOR shall promptly advise UTSTARCOM of any complaints or claims brought or threatened against DISTRIBUTOR with respect to the sale or use of the Products or with respect to any alleged infringement.
6.4 DISTRIBUTOR acknowledges that it is familiar with the United States Foreign Corrupt Practices Act, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist DISTRIBUTOR or UTSTARCOM in obtaining or retaining business. DISTRIBUTOR shall not act in any fashion or take any action, in the performance of its obligations under this Agreement, which violates, or would render UTSTARCOM liable for a violation of, either the United States Foreign Corrupt Practices Act or any similar statute or regulation in any jurisdiction in which DISTRIBUTOR does business. DISTRIBUTOR’s violation of this provision shall be deemed a material breach of this Agreement, entitling UTSTARCOM to terminate this Agreement immediately by written notice to DISTRIBUTOR. DISTRIBUTOR agrees to defend, indemnify and hold UTSTARCOM harmless from all liabilities, claims, losses and damages arising from DISTRIBUTOR’s breach of this obligation.