Common use of Responsibilities of Distributor Clause in Contracts

Responsibilities of Distributor. (a) Distributor shall use its best efforts to promote the use and sale of Company products and services 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 and/or Service 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. (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 remains in Company. All applicable copyrights, trade secrets, patents and other intellectual and property rights in the Software and all other items licensed hereunder are and remain in Company. All other aspects of the Software and all other items licensed hereunder, including without limitation, programs, methods of processing, specific design, and structure of individual programs and their interaction and unique programming techniques employed therein, as well as screen formats shall remain the sole and exclusive property of Company and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly by Distributor to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title or ownership of the Software or any part thereof is hereby transferred to the Distributor. The core product may be stored or installed on a storage device, such as a network server, used only to install or run the Core product on other computers over an internal network; however, a license must be acquired and dedicated for each separate computer on which the core product is installed or run from the storage device. A license for the Core product may not be shared or used concurrently on different computers. (f) Distributor agrees that it will indemnify and hold harmless the Company, its officers, agents, servants and employees from and against any loss, cost damage, claim, expense or liability, including reasonable attorneys fees and costs in the defense and or prosecution of such actions on the trial and appellate levels by reason of property damage, personal injury, suit, or other claim against the Company resulting from or in connection with the actions of Distributor's officers, agents, servants or employees. (g) Distributor shall be liable for all costs incurred as a result of its failure to timely correct erroneous instructions to the Company. Examples of such erroneous instructions include but are not limited to erroneous information pertaining to sales orders and telephone or telegraphed instructions. (h) Distributor agrees not to use the Company' s trademarks or trade names in any manner except as authorized by Company or in connection with Company's literature. Distributor agrees to forthwith discontinue such usage upon the cancellation of this Agreement.

Responsibilities of Distributor. (a) Distributor shall use its best efforts to promote the use and sale of Company products and services 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 and/or Service 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 remains in Company. All applicable copyrights, trade secrets, patents and other intellectual and property rights in the Software and all other items licensed hereunder are and remain in Company. All other aspects of the Software and all other items licensed hereunder, including without limitation, programs, methods of processing, specific design, and structure of individual programs and their interaction and unique programming techniques employed therein, as well as screen formats shall remain the sole and exclusive property of Company and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly by Distributor to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title or ownership of the Software or any part thereof is hereby transferred to the Distributor. 214 The core product may be stored or installed on a storage device, such as a network server, used only to install or run the Core product on other computers over an internal network; however, a license must be acquired and dedicated for each separate computer on which the core product is installed or run from the storage device. A license for the Core product may not be shared or used concurrently on different computers. (f) Distributor agrees that it will indemnify and hold harmless the Company, its officers, agents, servants and employees from and against any loss, cost damage, claim, expense or liability, including reasonable attorneys fees and costs in the defense and or prosecution of such actions on the trial and appellate levels by reason of property damage, personal injury, suit, or other claim against the Company resulting from or in connection with the actions of Distributor's officers, agents, servants or employees. (g) Distributor shall be liable for all costs incurred as a result of its failure to timely correct erroneous instructions to the Company. Examples of such erroneous instructions include but are not limited to erroneous information pertaining to sales orders and telephone or telegraphed instructions. (h) Distributor agrees not to use the Company' s trademarks or trade names in any manner except as authorized by Company or in connection with Company's literature. Distributor agrees to forthwith discontinue such usage upon the cancellation of this Agreement.

Responsibilities of Distributor. (a) Distributor shall use its best efforts to promote the use and sale of Company products and services 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 and/or Service 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. (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 remains in Company. All applicable copyrights, trade secrets, patents and other intellectual and property rights in the Software and all other items licensed hereunder are and remain in Company. All other aspects of the Software and all other items licensed hereunder, including without limitation, programs, methods of processing, specific design, and structure of individual programs and their interaction and unique programming techniques employed therein, as well as screen formats shall remain the sole and exclusive property of Company and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly by Distributor to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title or ownership of the Software or any part thereof is hereby transferred to the Distributor. The core product may be stored or installed on a storage device, such as a network server, used only to install or run the Core product on other computers over an internal network; however, a license must be acquired and dedicated for each separate computer on which the core product is installed or run from the storage device. A license for the Core product may not be shared or used concurrently on different computers. (f) Distributor agrees that it will indemnify and hold harmless the Company, its officers, agents, servants and employees from and against any loss, cost damage, claim, expense or liability, including reasonable attorneys fees and costs in the defense and or prosecution of such actions on the trial and appellate levels by reason of property damage, personal injury, suit, or other claim against the Company resulting from or in connection with the actions of Distributor's officers, agents, servants or employees. (g) Distributor shall be liable for all costs incurred as a result of its failure to timely correct erroneous instructions to the Company. Examples of such erroneous instructions include but are not limited to erroneous information pertaining to sales orders and telephone or telegraphed instructions. (h) Distributor agrees not to use the Company' s trademarks or trade names in any manner except as authorized by Company or in connection with Company's literature. Distributor agrees to forthwith discontinue such usage upon the cancellation of this Agreement.the