Common use of Resale Provisions Clause in Contracts

Resale Provisions. In the event that Purchaser resells the Equipment and/or Services in any manner (referred to herein as “Reseller”), the following additional provisions shall also apply. (a) Reseller shall, at its sole expense, comply with all Laws with respect to the resale of the Equipment and/or Services and the performance of its responsibilities hereunder. (b) Without limiting the generality of the foregoing, Reseller and its employees, contractors, agents and representatives shall not, directly or indirectly, divert or pay any amounts or other consideration to any person (including any government official) or entity (including any governmental body) relating to or in connection with solicitation of business, contracts, or orders for and/or the sale of Equipment and/or Services to Reseller’s customers in a manner which may constitute an unlawful or improper bribe, kickback, or illegal or improper payment under any applicable Law. (c) Reseller shall maintain liability insurance at Reseller’s expense covering Reseller’s acts and operations, including products-completed operations exposure, with bodily injury limits of at least $300,000 per person, $1,000,000 per occurrence and $1,000,000 aggregate and property damage limits of $300,000 per occurrence and $500,000 aggregate. Prior to commencing resale activities, Reseller shall provide to Extrel an insurance certificate issued by an insurance carrier reasonably satisfactory to Extrel evidencing such coverage, naming Extrel as an additional insured under such coverage and confirming that no such coverage may be reduced, canceled or otherwise modified adverse to Extrel’s interests without thirty (30) days’ prior written notice given to Extrel. (d) Reseller recognizes that its familiarity with the Equipment and/or Services will result primarily from the information and technical assistance furnished to Reseller by Extrel. All such information and data not readily available to the public shall be considered to be confidential, proprietary data and trade secrets belonging to Extrel. Reseller shall not disclose, in whole or in part, such information and data to any third parties without Extrel’s prior, specific, written consent or use it in any manner detrimental to Extrel. Reseller agrees to use all reasonable efforts to protect Extrel’s proprietary rights in regards to, and restrictions on use by any of Reseller’s customers of, the Equipment and/or Services. Reasonable efforts shall mean no fewer actions with respect to proprietary rights in regards to, and restrictions on the use of, the Equipment and/or Services as Reseller takes to preserve its own proprietary rights or restrictions on the use of its own services or products or proprietary information of highest importance. (e) Reseller agrees that during the term of this Sales Agreement and for a period of one year following termination of this Sales Agreement for any reason, it will not, directly or indirectly, stock, distribute, market, sell and/or deal in products competitive with the Equipment and/or Services as manufactured and/or sold by Extrel and/or any of its affiliates in the region for its own account, nor will it cause any other person or entity to do or assist other person or entity in doing any of the above, and Extrel will be entitled to seek and receive injunctive or equitable relief in order to enforce such agreement. (f) Reseller shall defend, indemnify and hold Extrel, and its officers, members, managers, employees, agents, and representatives, harmless from and against any and all damages, fines, penalties, expenses, costs, demands and liabilities of any kind resulting from: (i) any breach of this Section 21; (ii) any act or omission of Reseller in connection with the performance of its obligations under this Sales Agreement and/or the resale of the Equipment and/or Services; and/or (iii) contract terms between the Reseller and its customer(s) that differ from the terms of this Sales Agreement.