Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor nor its Personnel shall directly or indirectly: (a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer; (b) engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Products, including any product disparagement; (c) modify Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor; (d) offer or pay anything of value or other remuneration to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products; (e) invoice the Customer on behalf of the Distributor for Products sold; (f) engage in any direct contact with beneficiaries of any Federal or state health care programs relative to the Products and Subdistributor’s obligations under this Agreement; and (g) utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement.
Appears in 9 contracts
Samples: Sales and Distribution Services Agreement (Fuse Medical, Inc.), Sales and Distribution Services Agreement (Fuse Medical, Inc.), Sales and Distribution Services Agreement (Fuse Medical, Inc.)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor nor its Personnel shall directly or indirectly:
(a) : make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer;
(b) ; engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Products, including any product disparagement;
(c) ; modify Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor;
(d) ; offer or pay anything of value or other remuneration to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products;
(e) invoice the Customer ; generate any invoices on behalf of the Distributor for Products sold;
(f) ; engage in any direct contact with beneficiaries of any Federal or state health care programs relative to the Products and Subdistributor’s obligations under this Agreement; and
(g) and utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement.. Distributor Obligations. During the Term, Distributor shall:
Appears in 9 contracts
Samples: Stocking and Subdistribution Agreement (Fuse Medical, Inc.), Stocking and Subdistribution Agreement (Fuse Medical, Inc.), Stocking and Subdistribution Agreement (Fuse Medical, Inc.)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor Distributor nor its Distributor Personnel shall directly or indirectlyshall:
(a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer;
(b) engage in any unfair, anti-competitive, misleading, misleading or deceptive practices respecting Medizone, Medizone’s Trademarks or the Products, including any product disparagementdisparagement or “bait-and-switch” practices;
(b) separate any software or accessories sold, bundled or packaged with any Product from the Product or sell, license or distribute the software or accessories on a standalone basis, or remove, translate or modify the contents or documentation of or related to the software or accessories, including, without limitation, any end user license agreements or warranty statements;
(c) modify Products market or Product packaging in any way, or supply instrumentation to surgeons for use with distribute the Products other than in the form and packaging as delivered by Medizone to Distributor under this Agreement;
(d) sell or offer to sell any of the Product outside the Territory without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor;
Medizone (d) offer or pay anything of value or other remuneration to any person who which consent may be in a position to procure, influence withheld or otherwise arrange withdrawn for the ordering any or purchasing of the Productsno reason);
(e) invoice ship or otherwise deliver Product to any facility in a location that has not been approved by Medizone or is outside the Customer on behalf of the Distributor for Products soldTerritory;
(f) engage in sell or offer to sell any direct contact with beneficiaries Product or other Medizone-branded Product other than the Products purchased from Medizone or another distributor authorized by Medizone;
(g) sell or show any NFR Products to any third party, except to demonstrate the NFR Products to one or more prospective Customers;
(h) during the Term and the Post-term Sale Period, promote, market, sell or distribute Products using promotional information and material, unless the promotional information or material was provided by Medizone under the terms of any Federal this Agreement; or
(i) during the Term or state health care programs relative the Post-term Sale Period cease to function actively as a full-service distributor of products and services similar to the Products and Subdistributor’s obligations under this Agreement; and
(g) utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable services authorized under this Agreement.
Appears in 3 contracts
Samples: Distribution Agreement, Distribution Agreement (Medizone International Inc), Distribution and License Agreement (Medizone International Inc)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor Reseller nor its Reseller Personnel shall directly or indirectly:
shall: (a) make any representations, warranties, guarantees, indemnities, similar claims, claims or other commitments: :
(i) actually, apparently, apparently or ostensibly on behalf of Distributor or Supplier, or
(ii) to any Customer with respect to End User regarding the Products, which representations, warranties, guarantees, indemnities, similar claims, claims or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, claims or other commitments in this Agreement or any written documentation provided by Distributor Supplier to Customer;
Reseller; (b) engage in any unfair, anti-competitive, misleading, misleading or deceptive practices respecting Supplier, Supplier s Trademarks or the Products, including any product disparagement;
disparagement or bait-and-switch practices; (c) separate any accessories sold, bundled or packaged with any Product from the Product or sell, license or distribute the software on a standalone basis, or remove, translate or modify the contents or documentation of or related to the software or accessories, including, without limitation, any End User license agreements or warranty statements; (d) sell or offer to sell any of the Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributorother Supplier-branded products, other than instrumentation supplied the Products purchased by Reseller from Supplier or from a distributor authorized by Supplier to sell the Distributor;
(d) offer or pay anything of value or other remuneration same to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products;
Reseller; (e) invoice sell, either directly or indirectly, or assign or transfer, any Products to any Person when Reseller knows or has reason to suspect that the Customer on behalf Person may resell any or all of the Distributor for Products sold;
to a third party, including any third party reseller or distributor; (f) engage sell or show any NFR Product (as defined in Section 6.01(e)) to any direct contact with beneficiaries of any Federal third party, except to demonstrate the NFR Product to one or state health care programs relative to the Products and Subdistributor’s obligations under this Agreementmore prospective End Users; and
or (g) utilize any healthcare professionals during the Term and the Post-term Resale Period manufacture, promote, market, sell or persons in a similar position to exert undue influence on Customersdistribute Products using promotional information and material, prospective customers, unless the promotional information or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations material was provided by Supplier under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement6.01(d).
Appears in 2 contracts
Samples: Product Reseller Agreement, Reseller Agreement (Hpil Holding)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor nor its Personnel shall directly or indirectly:
(a) : make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing then‑existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer;
(b) ; engage in any unfair, anti-competitiveanti‑competitive, misleading, or deceptive practices respecting the Products, including any product disparagement;
(c) ; modify Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor;
(d) ; offer or pay anything of value or other remuneration to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products;
(e) invoice the Customer ; generate any invoices on behalf of the Distributor for Products sold;
(f) ; engage in any direct contact with beneficiaries of any Federal or state health care programs relative to the Products and Subdistributor’s obligations under this Agreement; and
(g) and utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement.
Appears in 1 contract
Samples: Stocking and Subdistribution Agreement (Fuse Medical, Inc.)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor nor its Personnel shall directly or indirectly:
(a) indirectly make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer;
(b) ; engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Products, including any product disparagement;
(c) ; modify Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor;
(d) ; offer or pay anything of value or other remuneration to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products;
(e) invoice the Customer ; generate any invoices on behalf of the Distributor for Products sold;
(f) ; engage in any direct contact with beneficiaries of any Federal or state health care programs relative to the Products and Subdistributor’s obligations under this Agreement; and
(g) and utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement.
Appears in 1 contract
Samples: Stocking and Subdistribution Agreement (Fuse Medical, Inc.)
Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Subdistributor nor its Personnel shall directly or indirectly:
(a) : make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or on behalf of Distributor or (ii) to any Customer with respect to the Products, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Distributor to Customer;
(b) ; engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Products, including any product disparagement;
(c) ; modify Products or Product packaging in any way, or supply instrumentation to surgeons for use with the Products without the prior written consent of the Distributor, other than instrumentation supplied by the Distributor;
(d) ; offer or pay anything of value or other remuneration to any person who may be in a position to procure, influence or otherwise arrange for the ordering or purchasing of the Products;
(e) invoice the Customer ; generate any invoices on behalf of the Distributor for Products sold;
(f) ; engage in any direct contact with beneficiaries of any Federal or state health care programs relative to the Products and Subdistributor’s obligations under this Agreement; and
(g) and utilize any healthcare professionals or persons in a similar position to exert undue influence on Customers, prospective customers, or patients relative to the purchase or utilization of the Products and Subdistributor’s obligations under this Agreement. Notwithstanding any language to the contrary, Subdistributor understands and agrees that any breach of this Section 3.4 shall be deemed a material breach of this Agreement and, in addition to any other rights and remedies available to Distributor in law or equity, Subdistributor shall forfeit any amounts that are due or payable under this Agreement.
Appears in 1 contract
Samples: Stocking and Subdistribution Agreement (Fuse Medical, Inc.)