Common use of Sales and Marketing of Products Clause in Contracts

Sales and Marketing of Products. Except as provided in the Marketing Transition Plan, all Products to be marketed and sold to the Markets shall be marketed and sold by RBX. RBX shall diligently and in good faith use commercially reasonable efforts to market and promote sales of the Products in the Markets to achieve maximum profitable sales volume. Without limiting the foregoing, RBX shall perform the following specific tasks: (i) develop and maintain a sales team fully dedicated to the marketing and sales of Products to the Markets (the "Sales Team"), such Sales Team to be developed in accordance with the Sales Team Transition Plan and to at a minimum include sales representatives in such number and with such qualifications as is then consistent with Competitive Practices; (ii) cause the Sales Team to regularly call upon and visit customers and potential customers in the Markets, to include at a minimum such volume and frequency of calls and visits as is then consistent with Competitive Practices; (iii) cause one or more members of the Sales Team to attend the following trade shows each year: NIA, ARW, ASHRAE, HVAC and other major trade shows in the United States, Canada and/or Mexico relating to the Products and/or the Markets; (iv) prepare brochures and promotional literature for the Products, to include at a minimum such quality, volume and placement of brochures and promotional literature as is then consistent with Competitive Practices; provided, however, that all such brochures and promotional literature shall be subject to the prior written approval of Nomaco, which approval shall not be unreasonably withheld, conditioned or delayed; (v) purchase advertising for the Products, to include at a minimum such quality, volume and placement of advertising as is then consistent with Competitive Practices; provided, however, that all such advertising shall be subject to prior written approval of Nomaco, which approval shall not be unreasonably withheld, conditioned or delayed; (vi) submit to Nomaco on a monthly basis during each calendar month, detailed sales reports (to include at a minimum a report on activities described in items (i) through (v) above undertaken during the immediately preceding month) and such other reports and information reasonably requested by Nomaco relating to RBX sales and marketing efforts during the immediately preceding month; (vii) establish sales incentive programs for members of the Sales Team, to include at a minimum such sales incentives as are then consistent with Competitive Practices; (viii) submit to Nomaco on a monthly basis on or before the tenth (10th) day of each calendar month, a good faith forecast of sales of Products during the three (3) month period commencing with the calendar month in which the forecast is delivered (a "Forecast"); and (ix) promptly inform Nomaco as to any material complaints from customers or other problems relating to any Products and promptly communicate to Nomaco any and all material modifications, design changes or improvements of the Products suggested by any customer or other Person, including any member of the Sales Team.