Potential Sales Agent. During the Term of this Agreement, Axia and Nuvo commit to exploring and adopting a mutually-acceptable framework for Nuvo’s engagement of Axia (or one of its affiliates) to become a sales agent for Nuvo and/or its Affiliates, and in such role to promote the Invu Platform and/or subsequently devised technology and systems related to the Invu Platform throughout the United States (and if applicable, beyond the territory). Among the provisions that Nuvo and Axia will negotiate in connection with Nuvo’s engagement of Axia as its sales agent, the Parties will negotiate terms relating to sales agent exclusivity, territory, remuneration, the specific Nuvo products covered by such engagement and the like. If requested by Axia, Nuvo will also consider extending Axia’s territory to cover both hospitals and payers. Axia and Nuvo further acknowledge and agree that although nothing contained in this section shall be read as requiring Axia to make such a request or proposal or requiring Nuvo to accept any such proposal submitted by Axia, the Parties jointly desire for the appointment contemplated above to materialize and will jointly undertake commercially reasonable efforts to reach agreement on the terms associated therewith.
