Common use of Responsibilities of Representative Clause in Contracts

Responsibilities of Representative. a. The Representative shall promote the sale of the Products set forth on Appendix “A” and render sales and technical services in the Territory. b. The Representative shall not personally or through its employees represent himself or themselves as officers or employees of Ilios. c. It is acknowledged and agreed by the parties that the policy of Ilios prohibits the payment by any employee or any sales representative of any substantial fee, gift or any other form of compensation as a consideration for or inducement to the obtaining of any contract or order or for the procurement of goods or services on behalf of Ilios. The Representative shall not make any unlawful payments in order to secure a sale or improve its competitive position, and the Representative shall perform its obligations under this Agreement in accordance with all laws, ordinances, rules and regulations of any and all applicable public authorities. d. The Representative shall devote its best efforts to promote the maximum sale of the Products in the Territory and to that end shall be required: i. To make personal calls on customers and prospective customers in the Territory as frequently as possible and as required by Ilios. ii. To render sales and technical services to customers and prospective customers, both before and after sale, as required. iii. To maintain an office equipped with telephone service during business hours to assure rapid communications. iv. To maintain a staff adequate to provide sales coverage in the Territory. v. To report on calls made to customers and prospective customers at such times as are requested by Ilios. vi. To furnish Ilios with copies of all letters and other written information submitted by the Representative to customers and prospective customers. vii. To assist Ilios, at the Representative's expense, in presentations at trade shows and in sales promotional campaigns when required by Ilios. e. The Representative shall pay and be responsible for all expenses in connection with the performance of the terms and conditions of this Agreement on its part, including but not limited to rent, light, heat, telephone, telegraph, postage, stationery, office supplies, salaries of all employees and travel and entertainment expense, and Ilios shall have no responsibility or liability therefor. f. The Representative shall, prior to the commencement of each calendar quarter, furnish to Ilios sales forecasts for the customers in the Territory for such quarter. g. The Representative shall maintain customer contacts with respect to such items as drawings, specifications, termination claims, controversial items, and any other transactions directly or incidentally arising from the processing of the business of a customer or prospective customer, or from the initiation, administration or continuation of contacts with that customer. h. The Representative shall not receive any funds or enter into any contractual liability on behalf of Ilios. i. The Representative shall report available information as to the credit standing of potential or actual customers to Ilios. j. The Representative shall report to Ilios any violations of Ilios's trademarks by other parties of which the Representative becomes aware. k. The Representative agrees to indemnify and save harmless Ilios from all losses and damages (including reasonable attorney's fees) that Ilios may sustain or become liable for by reason of claims against it resulting from unauthorized acts or statements of the Representative or the Representative's employees, agents or representatives. l. The Representative will use its best efforts to assist Ilios, upon its request, with any collections for Products sold in the Territory, and shall remit to Ilios any amounts paid to the Representative by a customer for Products, inadvertently or otherwise. m. The parties agree to a quarterly review of the Representative's sales and/or promotional performance in accordance with the terms of this Agreement and with the sales quotas set forth in Appendix “F”.

Responsibilities of Representative. a. The Representative shall promote the sale of the Products set forth on Appendix “A” and render sales and technical services in the Territory. b. The Representative shall not personally or through its employees represent himself or themselves as officers or employees of IliosTecogen. c. It is acknowledged and agreed by the parties that the policy of Ilios Tecogen prohibits the payment by any employee or any sales representative of any substantial fee, gift or any other form of compensation as a consideration for or inducement to the obtaining of any contract or order or for the procurement of goods or services on behalf of IliosTecogen. The Representative shall not make any unlawful payments in order to secure a sale or improve its competitive position, and the Representative shall perform its obligations under this Agreement in accordance with all laws, ordinances, rules and regulations of any and all applicable public authorities. d. The Representative shall devote its best efforts to promote the maximum sale of the Products in the Territory and to that end shall be required: i. To make personal calls on customers and prospective customers in the Territory as frequently as possible and as required by IliosTecogen. ii. To render sales and technical services to customers and prospective customers, both before and after sale, as required. iii. To maintain an office equipped with telephone service during business hours to assure rapid communications. iv. To maintain a staff adequate to provide sales coverage in the Territory. v. To report on calls made to customers and prospective customers at such times as are requested by IliosTecogen. vi. To furnish Ilios Tecogen with copies of all letters and other written information submitted by the Representative to customers and prospective customers. vii. To assist IliosTecogen, at the Representative's expense, in presentations at trade shows and in sales promotional campaigns when required by IliosTecogen. e. The Representative shall pay and be responsible for all expenses in connection with the performance of the terms and conditions of this Agreement on its part, including but not limited to rent, light, heat, telephone, telegraph, postage, stationery, office supplies, salaries of all employees and travel and entertainment expense, and Ilios Tecogen shall have no responsibility or liability therefor. f. The Representative shall, prior to the commencement of each calendar quarter, furnish to Ilios Tecogen sales forecasts for the customers in the Territory for such quarter. g. The Representative shall maintain customer contacts with respect to such items as drawings, specifications, termination claims, controversial items, and any other transactions directly or incidentally arising from the processing of the business of a customer or prospective customer, or from the initiation, administration or continuation of contacts with that customer. h. The Representative shall not receive any funds or enter into any contractual liability on behalf of IliosTecogen. i. The Representative shall report available information as to the credit standing of potential or actual customers to IliosTecogen. j. The Representative shall report to Ilios Tecogen any violations of IliosTecogen's trademarks by other parties of which the Representative becomes aware. k. The Representative agrees to indemnify and save harmless Ilios Tecogen from all losses and damages (including reasonable attorney's fees) that Ilios Tecogen may sustain or become liable for by reason of claims against it resulting from unauthorized acts or statements of the Representative or the Representative's employees, agents or representatives. l. The Representative will use its best efforts to assist IliosTecogen, upon its request, with any collections for Products sold in the Territory, and shall remit to Ilios Tecogen any amounts paid to the Representative by a customer for Products, inadvertently or otherwise. m. The parties agree to a quarterly review of the Representative's sales and/or promotional performance in accordance with the terms of this Agreement and with the sales quotas set forth in Appendix “F”.