Responsibilities of Distributor. 3.1 Distributor agrees to use its best efforts to develop fully the potential for sales of Products in the Territory. To fulfill this responsibility, Distributor shall, without limitation:
(a) Actively and vigorously promote the sale, lease, rental and use of Products within the Territory to develop the market as fully as possible. This shall include, without limitation: (i) Distributor purchasing from Supplier Products during each applicable period during the Fixed Term of this Agreement Products in at least the amount listed as the Minimum Purchases Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (ii) Distributor maintaining an inventory of Products equal to the Minimum Inventory Amount listed in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (iii) Distributor expending for marketing the Products during each applicable period during the term of this Agreement an amount at least equal to the Minimum Marketing Expenditure listed in Schedule A, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, and (iv) Distributor preparing and submitting to Supplier at least 180 days prior to the end of each year of the Term (“Term Year”), an annual business plan (“Business Plan”) for the marketing, promotion and sale of Products for the following Term Year. Supplier, in its discretion, may provide a form for such Business Plan. The Minimum Purchases Amount shall be measured using the aggregate value (ex-works price to the Distributor) of all Equipment and Parts purchased and paid for by the Distributor during the applicable period. For the avoidance of the doubt, the obligation of the Distributor to purchase Products in at least the amount listed as the Minimum Purchases Amount during any applicable period during the Fixed Term shall not in any way be conditioned upon any minimum purchase requirements agreed to by the Supplier and the Dealers or actual orders received by the Distributor from the Dealers.
(b) Maintain an organization and facilities (including, without limitation, suitable equipment and tools) in accordance with standards generally accepted in the industry, for the stocking, display, sale, delivery, installation, follow-up and service of Products in accordance with standards generally accepted in the industry. Schedule A to this Agreement incl...
Responsibilities of Distributor. DISTRIBUTOR shall use its best efforts commensurate with its overall business, and shall devote such management, manpower, and time as may be reasonably necessary to conduct a mutually agreed to program to sell and to promote the sale, lease or other distribution of the Products within the Territory. DISTRIBUTOR shall not be prevented in any way from selling within the Territory similar products or merchandise of other suppliers or manufacturers, provided that Distributor first obtains the prior written approval of Supplier. Without limiting the generality of the foregoing:
Responsibilities of Distributor. (a) Distributor shall use its best efforts to promote the use and sale of Company products and materials to users of the same in the Distributor's primary area of marketing responsibility.
(b) No order placed by Distributor shall be binding upon the Company until and unless the Company has acknowledged it in writing.
(c) Distributor, at their discretion, can refer to the Company any of their customers who wish to purchase an Internet Telephony Gateway direct from the Company. In the event a Purchase Agreement is concluded between the Company and the referral, the Company agrees to pay the Distributor a commission of 5% on the value of the sale. Additionally, the Distributor, at their discretion, can refer to the Company any of their customers who wish to connect their Internet Telephony Gateway purchased from the Distributor to the Company's network. In the event a Service Agreement is executed between the Company and the referral customer, the Company agrees to pay the Distributor, a commission of 5% on the total volume usage by the referral customer on the Company's network.
(d) Distributor shall not authorize the return of any product or materials unless given specific advance written authorization by the Company to do so. Failure to request product return within 10 days of receipt will connote the acceptance of the products so sold. (See section 12)
(e) Distributor agrees that all information supplied by Company including, but not limited to, information pertaining to the conduct or details of Company's business, its processes, formulae, machines, devices, products and materials, and list of Company's customers are furnished for Distributor under this Agreement only and shall be kept in confidence by Distributor. Distributor further agrees that the Documents containing such information shall not be duplicated or the information contained therein disclosed to others or used for manufacturing or any other purpose without the prior written approval of Company. However, Company agrees that such information maybe disclosed to a user by Distributor's employees to the extent necessary to reasonably perform under this Agreement. Upon termination, Distributor agrees to immediately return to Company all processes, formulae, devices materials etc. Distributor acknowledges and agrees that the Software licensed hereunder and all copies thereof constitute valuable trade secrets of Company or proprietary and confidential information of Company and title thereto remai...
Responsibilities of Distributor. Distributor will use its reasonable best efforts to:
a. maintain a competent and aggressive sales force and otherwise promote the sale, lease, or other distribution of the Products, TO RESELLERS ONLY, within the Territory;
b. maintain a representative inventory of Products in reasonably sufficient quantities to provide adequate and timely delivery to Distributor's customers; and
c. participate in such training programs as may be offered by Symbol.
Responsibilities of Distributor. 5.01 DEVELOPMENT. Distributor agrees to provide COREL the Development as further described in Schedule "H" attached hereto. In addition, Distributor agrees to provide COREL with forty (40) hours of user interface redesign Development which includes a complete or significant overhaul of the look and feel Development in each three (3) month period of this Agreement at no additional cost to COREL. Distributor agrees that COREL is the sole and exclusive owner of all right, title and interest in the Web Pages and any web pages provided by COREL to Distributor under this Agreement including but not limited to any modification thereof. Distributor agrees that COREL may request, at any time, additional functionality Development for the Store which has not been included herein. Implementation of any such additional functionality Development and deadlines relating thereto will be agreed in writing by both parties prior to Distributor commencing any such functionality Development. COREL shall pay Distributor for any additional Development in accordance with Section 7.02 and Schedule "K".
Responsibilities of Distributor. During the term of this Agreement and for five (5) years following the termination of this Agreement, neither DISTRIBUTOR nor any of its Associated Agencies or Sales Persons, or any affiliate, director, officer or employee of the foregoing, shall induce or cause, or attempt to induce or cause, directly or indirectly, any Contract owner (a) to lapse, terminate, surrender, exchange, or cancel his or her Contract, (b) to cease or discontinue making premium payments thereunder, or (c) to direct cash value or premium payments thereunder to any other financial product without the prior written consent of AGL, unless such act is in response to an enactment of federal or state legislation, order or decision of any court or regulatory authority, or a change in circumstances that makes the Contracts or insurance contracts of that type (E.G., annuity contracts or life insurance contracts) an unsuitable investment for existing Contract owners.
Responsibilities of Distributor. Distributor shall:
a. Act for the registration of OVA1 with the Israeli Ministry of Health under the name of Supplier, which registration, along with any and all other licenses, permits, authorizations or approvals obtained under this Agreement, shall be the property of Supplier, all if and to the extent permitted under any applicable law; if registration will require a clinical trial the division of labor and expenses will be [***]% of costs to Supplier, [***]% of the costs to Distributor.
b. Provide marketing plan and sales projections within sixty (60) days of signing this agreement.
c. Cause its marketing and sales force to utilize commercially reasonable efforts to promote and sell the Test in the Territory and to reasonably maximize sales thereof.
d. Be responsible for carrying out the Test (and purchasing all required instrumentation, reagents, and service contracts) in its own lab and/or in one or more third-party labs approved by Supplier in the Territory in accordance with the Test insert and applicable regulatory requirements, and to provide the Software to such third party labs.
e. Arrange for translation of the Test insert into the required language for use in its laboratories.
f. Provide promptly any data to Supplier which reasonably requests and to which Distributor reasonably has access, including without limitation the following data on a monthly basis:
i. a count of Tests performed by all of its laboratories using the reporting function in OVACalc.
ii. specific payor type (i.e., private pay, HMO, government, etc.) for each Test performed.
iii. additionally, when the Test is carried out by Distributor, Distributor will also provide the following data:
1. ordering physician’s name and place for each Test performed, and
2. invoiced amount for each Test performed.
g. Use Supplier’s name and Supplier’s then-current names for the Test in its marketing and promotional efforts and materials, all of which marketing and promotional efforts and materials are subject to Supplier’s reasonable prior approval, and not add to, supplement, delete from or modify any sales or marketing documentation or forms or representations provided by Supplier except with the prior written consent of Supplier, or make any representations or warranties regarding the Test on behalf of Supplier or itself other than those specified in Attachment A hereto and/or explicitly authorized by Supplier in writing, including the materials provided in accordance with Section 6(d).
h....
Responsibilities of Distributor. Distributor Agrees to: ------------------------------------------------------------------------------- Confidential 03/05/98 Comply with Law Distributor will comply with all applicable international, national, state, regional and local laws and regulations in connection with its activities under of this Agreement. Comply with U.S. Export Laws Distributor acknowledges that the Products, including related documentation and other technical data (collectively, "Technical Data"), are subject to export -------------- controls imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder ("BXA Regulations"). --- --------------- Distributor will not export or re-export (directly or indirectly) the Technical Data without complying with the Act and the BXA Regulations. Distributor certifies that: (a) neither the Technical Data nor its direct Product is intended to be used for any purposes prohibited by the BXA regulations, including, but not limited to, nuclear proliferation; and (b) unless Distributor first obtains written permission to do so from the appropriate U.S. governmental agencies, no Technical Data will be exported to any country to which the U.S. has prohibited shipment. Perform No Engineering Modifications Distributor shall not reverse assemble, reverse compile or reverse engineer the Product hardware or software supplied by CAC in any way. Provide Contact Personnel Distributor shall appoint an individual to be the primary CAC support contact for its customers. Furthermore, Distributor will agree that this individual attends at least one CAC training session annually. Provide Sales and Service Coverage Provide trained/authorized sales and technical service coverage to Distributor's customers for CAC Products. Such coverage includes but not limited to responding to initial technical support inquiries, following up on sales leads, and performing all activities required to execute a sale. Meet Purchase Commitments To meet or exceed purchase commitments as set forth Article 7 - Quotas and Discounts and any minimum annual purchase quotas for New Products which may be agreed upon by both CAC and Distributor. Provide Forecasts Provide CAC with written monthly 90 day rolling sales forecasts which must include the number of sales expected on each Product, Unit type, expected delivery dates, and any special sales that require special equipment or of an extremely large volume.
Responsibilities of Distributor. 16 9.2 Responsibilities of AGL and AGSI..................16 SECTION 10. CONFIDENTIALITY........................................16
Responsibilities of Distributor a. Supplier shall have primary responsibility for the design and production of the Product. Supplier shall also have primary responsibility for the approval, at the Distributor’s cost, the design and production of all collateral marketing material. Supplier shall have final review of all label and marketing material content.
b. Distributor shall have primary responsibility for and shall devote its best efforts to the distribution, sale, marketing, promotion, and maintenance of the Product. In furtherance of the foregoing responsibilities of Distributor, but not limited thereof, Distributor agrees that:
i. Distributor will use its best efforts to develop demand for and sell the Product and will maintain an adequate sales organization and other facilities sufficient therefore;
ii. Distributor will provide prompt handling of all inquiries, orders, and shipments; however, the Supplier will respect and not market any of the Distributor’s buyers during the term of this Agreement. A buyer is an entity that has submitted a purchase order to the Distributor.
iii. Distributor will follow up and contact any prospective leads which are referred to the Distributor; and
iv. Distributor will deliver the Product so as to meet the reasonably anticipated needs of its customers during the term of this Agreement.
c. Distributor shall keep Supplier informed of its activities in connection with the distribution, sale, marketing, and promotion, servicing, and maintenance of the Product, including requirements of existing and potential customers. Distributor shall further keep Supplier informed as to all matters known to it which are likely to affect sales of the Product and Distributor’s other activities in connection therewith, including, but not limited to, the activities of competitors and government regulations which might affect sales of the Product.
