Products; Appointment and Exclusivity Clause Samples

Products; Appointment and Exclusivity. During the Supply Term, Supplier shall make available to Stryker the Products, and shall supply the Products in accordance with Valid Purchase Orders submitted by Stryker and accepted by Supplier in accordance with this Agreement. Supplier hereby appoints Stryker as its exclusive distributor to market and promote sales of the Products in the Territory solely for the Permitted Use and subject to all applicable restrictions set forth in the Related Agreements, and Stryker hereby accepts such exclusive appointment and agrees to act as such distributor. Stryker may appoint dealers or sub-distributors to distribute, market and sell Products in the Territory as long as: (i) agreements Stryker enters into with such dealers or sub-distributors do not conflict with this Agreement; and (ii) Stryker shall remain liable for any breach of this Agreement caused by any such dealers or sub-distributors. Supplier represents and warrants to Stryker that it has not granted distribution or other rights to any Person that would conflict with the exclusive distribution rights granted to Stryker hereunder. Notwithstanding the foregoing or anything to the contrary, but without limiting the exclusive distributorship granted to Stryker, Stryker acknowledges and agrees that the Products are currently anticipated to be approved for sale and use only in the United States, and that Stryker’s marketing and promotion rights under this Section 2.1 shall be limited to the United States until and unless otherwise agreed by the Parties in writing.