Representative’s Obligations. 4.1. Pursuant to the terms of article 28 of Law 4886/65, the Representative is bound to supply the JVC, whenever requested with detailed information regarding the status of deals placed under its care, and it must dedicate itself to this representation, in order to expand the business of the JVC and promote its Products, supplying all of the technical support requested, or, when it is unable, requesting it from the JVC, as well as taking care of the JVC’s good sales reputation.
4.2. The Representative hereby declares that it has all the necessary licenses which may be requested for the performance of the acts provided for herein. All expenses related to the regular exercise of the representation, including but not limited to transportation, lodging, food, postage, maintenance of facilities, travels, telex, fax-simile and telephone, hiring of employees or independent sales persons in short of any type are and shall exclusively be borne by the Representative.
4.3. The Representative shall be responsible for the marketing of the Products and shall bear with the costs of production of any promotional materials to be used by the Representative. In case the JVC wishes to produce any promotional material at its sole discretion, it will be at JVC’s expense.
4.4. The Representative may not use any JVC’s cards, letterhead, invoices or any other private documents, nor use or perform any of its work at the JVC’s premises, unless if so authorized by the JVC. The Representative may use the JVC’s trade names and trademarks, but only in accordance with the JVC’s instructions, and shall immediately stop using them when the JVC so instructs.
4.5. The procedures for advanced receipt or collection of bills resulting from the Products sold will be the JVC’s responsibility.
Representative’s Obligations. 4.1 Obligations Throughout the Term: Throughout the Term, the Representative shall:
Representative’s Obligations. The Representative shall:
(1) use its commercially reasonable effort to (i) market, promote and solicit orders for the Software in the Territory, (ii) introduce and encourage the prospective Licensee to license the Software by placing Purchase Orders and entering into the End-User License Agreement and (iii) seal the subject New Deal by suggesting, proposing, advising and recommending the Software to the subject Registered Licensee;
(2) promptly inform X X X X X of any specific prospects or lead, as well as any opportunities of which the Representative becomes aware and which are likely to be relevant in relation to the commercial exploitation of the Software, including advantage or disadvantage to the interests of XXXXX;
(3) provide XXXXX referral or introduction to target customers who can buy or influence the buying decision;
(4) arrange a face-to-face meeting, conference call or any other way of communication, as XXXXX may direct, with the prospective Licensee within three (3) months from the request by XXXXX;
(5) inform the prospective Licensee of relevant information on the Software (including but not limited to its marketing information and security information) upon a request by XXXXX;
(6) continue to provide XXXXX with any update of the Licensee or prospective Licensee’s information as soon as possible, no later than seven (7) days from the day the Representative become aware of such information;
(7) make its commercially best effort to attend marketing events hosted or co-hosted by XXXXX, provided that XXXXX requests the Representative at least thirty (30) days before the event;
(8) provide advice to XXXXX with concrete actions and processes which XXXXX should take to gain contract from the prospective Licensee (including but not limited to the challenges which the prospective Licensee faces and the solution);
(9) always cooperate with XXXXX in a good faith manner for any request to introduce, contact or follow up with potential or prospective Licensees;
(10) at all times conduct its business in a manner that will reflect favorably on the Software and on the good name and reputation of XXXXX;
(11) not by itself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Software or XXXXX or other practices which may be detrimental to the Software or XXXXX;
(12) at all times display, demonstrate and otherwise represent the Software fairly in comparison with competitive...
Representative’s Obligations. During the term of this Agreement, Representative agrees:
(A) To maintain adequate contacts and sales personnel in the Territory necessary to solicit, develop and promote the sale of the Products actively;
(B) To provide liaison with Company's potential customers and/or customers' procurement and engineering staffs with respect to developing procurement specifications and ascertaining performance requirements of any sales of the Products.
(C) To obtain and transmit to Company information pertaining to the technical needs and requirements of potential customers in the Territory as is applicable to the Products;
(D) To provide assistance to Company in discussions, preparations of proposals, and negotiation held in the Territory leading to selling the Products therein;
(E) To pay all costs of conducting Representative's business, including commissions or other compensation to employees or other agents/representatives of Representative;
(F) To provide monthly active prospect inventories of sales opportunities currently being explored in the Territory;
(G) To assist Company in obtaining any relevant financial or other information as requested by Company regarding existing and potential customers with whom Representative intends to sell the Products;
(H) To provide reasonable effort to assure active participation and attendance by Representative's personnel in sales meetings and training sessions held by Company; and
(I) To provide a designated phone number for contacts or potential customers to call with professional answering service or voice mail.
Representative’s Obligations. The Representative shall provide the following:
2.1 Source ingredients, manufacture, sell and promote the Products of the Company within the territory as identified in Schedule 3.
2.2 Representative shall not be required to manufacture or sell a Minimum Amount of the Products, or to purchase a minimum amount of any ingredients for the Products.
2.3 Representative shall be responsible for its packaging, promotion and sale costs as well as the shipping costs of the Product.
2.4 In the event that the Representative becomes aware of any actual or potential claim against the Company by any person or entity, Representative shall notify the Company immediately.
2.5 Representative shall comply with all applicable federal, state and local laws and regulations in performing its responsibilities hereunder.
2.6 At the sole discretion of the Representative, the Representative shall devote as much time as it deems necessary to the affairs of the Company.
2.7 The Representative may represent, perform services for, and sell additional products in the field as the Representative so determines, provided the Representative’s product does not directly or indirectly compete with the Company´s product.
Representative’s Obligations. Representative will be responsible for carrying out the following activities at its own expense:
3.1 CREATION OF MARKET DEVELOPMENT PLAN. Representative will create, with the participation of MSS, a detailed written market development plan for promotion of PST in the Territory.
Representative’s Obligations. In addition to any and all covenants, duties and obligations of Representative set forth elsewhere in this Agreement, Representative agrees during the term of this Agreement:
6.1 To use his best efforts to promote the sale of the Products throughout the Territory;
6.2 To use his best efforts to meet the sales quotas set forth on Exhibit D;
6.3 If applicable and except as covered by Exhibit C, to bear all costs and liabilities relating to the conduct of his business, including but not limited to the cost and expense of providing and maintaining his place of business, the wages of his employees, the payment of commissions or other compensation to his agents or independent contractors, and his expenses incurred for or in connection with his performance under or breach of this Agreement;
6.4 To refrain from making any representations or warranties in respect of the Products, except: (i) those representations and warranties authorized in writing by the product manufacturers, in the form of brochures, memorandums, press releases, advertisements, specification sheets, or correspondences, and (ii) verbal technical assistance that Representative may receive from the Company which was subsequently confirmed in writing by Representative;
6.5 To promote the Products in strict adherence to (i) regulatory and professional requirements, and all applicable laws, rules, guidelines and regulations.
6.6 That the Representative has read and understands the Company’s policies and business practices, including but not limited to those set forth in all Company training information and sales literature, as amended from time to time (“Policies and Procedures”); and that he acknowledges that any violation of the Policies and Procedures by him or any of his employees, sales associates, independent contractors and/or agents (“Representative’s Agents”) shall constitute a material breach of this Agreement;
6.7 To render reasonable assistance to the Company, at the Company’s request and expense, in the defense of any and all Liabilities (as defined below);
6.8 To refrain from disparaging the Company or employees, or from otherwise injuring the reputation and good standing of the Company and its employees;
6.9 To not, directly or indirectly, solicit or make any sale of the Products outside the Territory without the prior written approval of the Company;
6.10 To assist the Company, on request, in ascertaining the credit standing of and in collecting receivables from any healthcare facilit...
Representative’s Obligations. Sales Promotion. Representative shall promote the sale of Products and Services in the Territory. These efforts include advertising and canvassing campaigns, and efforts to assist in obtaining necessary import licenses. In general, Representative will be responsible for exhibition expenses.
Representative’s Obligations a) Representative shall maintain a place of business in the Territory, which shall include a service department and use its best efforts and devote such time as may be reasonably necessary to service, sell, and promote the sale of Company Products within the Territory.
b) Representative will conduct all of its business in its own name. Representative will pay all expenses whatever of its office and activities and be responsible for the acts and expenses of its employees.
Representative’s Obligations. Unless otherwise set forth in this Agreement (including the Schedules hereto), during the Term, Representative is engaged to perform and/or observe each and every one of the following obligations at its sole cost, without expense reimbursement or allowance from IBSS, in accordance with the following:
(a) Marketing and Referral Activities. Representative shall use its best efforts to initiate activities and/or bring about relationships that result in operating revenues to IBSS through the closing of transactions with third parties involving the Designated Products. In satisfying such obligation, Representative is permitted to actively engage in (i) marketing, promoting, soliciting orders for, and selling the Designated Products within the Territory, and/or (ii) making introductions to, and otherwise initiating sales relationships with, prospective IBSS customers, all in accordance with the terms and conditions of this Agreement. In the event Repesentative undertakes to actively handle orders for any Designated Products, Representative shall place all orders for such Designated Products with IBSS on such forms and in accordance with such procedures as IBSS shall establish from time to time. Representative agrees that it shall advise prospective customers of IBSS' unconditional right to reject orders and shall not purport to bind IBSS prior to IBSS' acceptance of such orders.
