Common use of SALES AND MARKETING OF THE PRODUCT Clause in Contracts

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARD. DISTRIBUTOR is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, marketing practices, etc. DISTRIBUTOR represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTOR’s obligations under this Agreement. DISTRIBUTOR shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARD, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARD. DISTRIBUTOR shall forward to WOLF GUARD copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARD. DISTRIBUTOR further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD who shall retain the sole and exclusive ownership of all copyright therein.

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR 9.1 Distributor will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDRubyfield. DISTRIBUTOR Distributor is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR Distributor represents and warrants that it has obtained shall timely obtain all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTOR’s Distributor's obligations under this Agreement. DISTRIBUTOR . 9.2 Distributor shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR Distributor in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDRubyfield, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARDRubyfield. DISTRIBUTOR Distributor shall forward to WOLF GUARD Rubyfield copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR Distributor agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDRubyfield. DISTRIBUTOR Distributor further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD Rubyfield who shall retain the sole and exclusive ownership of all copyright therein. 9.3 Notwithstanding Section 9.2, Rubyfield may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with Distributor's performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to Distributor by Rubyfield separately, it being understood that Rubyfield shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon sixty (60) days' written notice to Distributor. 9.4 The determination of sales and marketing strategies and Distributor's selling prices for the Product within the Territory shall be the responsibility of Distributor, after consultation with Rubyfield who may provide Distributor with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While Distributor is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. Distributor shall report regularly to Rubyfield in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to Rubyfield annually, during the Term, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors' activities, planned promotional activities and Distributor's estimate of sales by month for the upcoming year. Distributor will also, upon request by Rubyfield, furnish such further information concerning Distributor's business and operations as Rubyfield in its sole discretion deems necessary from time to time. 9.5 In performing its duties hereunder, Distributor agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by Rubyfield. In the event that Distributor does make any representation or warranty in violation of the foregoing, then Distributor agrees to indemnify and save Rubyfield harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by Rubyfield arising out of or in any way connected with any such representation or warranty. 9.6 The restrictive covenants imposed on the Distributor hereunder shall extend and apply to any affiliates of the Distributor and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and Distributor shall cause such Persons to comply with such restrictive covenants and will be responsible to Rubyfield for the actions of all such Persons in contravention thereof.

SALES AND MARKETING OF THE PRODUCT. 9.1 DISTRIBUTOR will resell sell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDOWNER. DISTRIBUTOR is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR represents and warrants that it has obtained all permits, licenceslicenses, registrations and other approvals required by every national, local or municipal government or agencyagency within the Territory, in respect of the performance of DISTRIBUTOR’s obligations under this Agreement. . 9.2 DISTRIBUTOR shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDOWNER, and shall conform to the highest standards and shall display the Trade-marks Trademarks only in a manner approved by WOLF GUARDOWNER. DISTRIBUTOR shall forward to WOLF GUARD OWNER copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDOWNER. DISTRIBUTOR further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks Trademarks shall remain the property of WOLF GUARD OWNER who shall retain the sole and exclusive ownership of all copyright therein. 9.3 Notwithstanding Section 9.2, OWNER may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with DISTRIBUTOR’s performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to DISTRIBUTOR by OWNER separately, it being understood that OWNER shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon sixty (60) days’ written notice to DISTRIBUTOR. 9.4 The determination of sales and marketing strategies and DISTRIBUTOR’s selling prices for the Product within the Territory shall be the responsibility of DISTRIBUTOR, after consultation with OWNER who may provide DISTRIBUTOR with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While DISTRIBUTOR is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. DISTRIBUTOR shall report regularly to OWNER in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements. 9.5 In performing its duties hereunder, DISTRIBUTOR agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by OWNER. In the event that DISTRIBUTOR does make any representation or warranty in violation of the foregoing, then DISTRIBUTOR agrees to indemnify and save OWNER harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by OWNER arising out of or in any way connected with any such representation or warranty. 9.6 The restrictive covenants imposed on the DISTRIBUTOR hereunder shall extend and apply to any affiliates or sub-licensees of the DISTRIBUTOR and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and DISTRIBUTOR shall cause such Persons to comply with such restrictive covenants and will be responsible to OWNER for the actions of all such Persons in contravention thereof. 9.7 OWNER shall provide DISTRIBUTOR digital copies of all point of sale marketing materials and all other marketing materials OWNER is currently utilizing in The United States of America. For the purpose of this agreement 'digital copies' is defined as 'in electronic format'. OWNER is not required or obligated to provide physical copies of the aforementioned marketing material but may do so at OWNERS sole discretion.

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR SUPER STOCKIST will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDNAFED. DISTRIBUTOR SUPER STOCKIST is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, marketing practices, etc. DISTRIBUTOR SUPER STOCKIST represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTORSUPER STOCKIST’s obligations under this Agreement. DISTRIBUTOR SUPER STOCKIST shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR SUPER STOCKIST uses in marketing its other non-competing products. All advertising by DISTRIBUTOR SUPER STOCKIST in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDNAFED, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARDNAFED. DISTRIBUTOR SUPER STOCKIST shall forward to WOLF GUARD NAFED copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR SUPER STOCKIST agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDNAFED. DISTRIBUTOR SUPER STOCKIST further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD NAFED who shall retain the sole and exclusive ownership of all copyright therein. The determination of sales and marketing strategies and SUPER STOCKIST’s selling prices for the Product within the Territory shall be the responsibility of SUPER STOCKIST, after consultation with NAFED who may provide SUPER STOCKIST with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While SUPER STOCKIST is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. SUPER STOCKIST shall report regularly to NAFED in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to NAFED annually, during the Term, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and SUPER STOCKIST’s estimate of sales by month for the upcoming year. SUPER STOCKIST will also, upon request by NAFED, furnish such further information concerning SUPER STOCKIST’s business and operations as NAFED in its sole discretion deems necessary from time to time.

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR 9.1 PARTY B will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARD. DISTRIBUTOR PARTY A. PARTY B is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR PARTY B represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTORPARTY B’s obligations under this Agreement. DISTRIBUTOR . 9.2 PARTY B shall use its best efforts, at its own expense, efforts to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR PARTY B in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARD, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARD. DISTRIBUTOR PARTY A. PARTY B shall forward to WOLF GUARD PARTY A copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR PARTY B agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARD. DISTRIBUTOR PARTY A. PARTY B further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD PARTY A who shall retain the sole and exclusive ownership of all copyright therein. 9.3 Notwithstanding Section 9.2, PARTY A may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with PARTY B’s performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to PARTY B by PARTY A separately, it being understood that PARTY A shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon # (##) days’ written notice to PARTY B. 9.4 The determination of sales and marketing strategies and PARTY B’s selling prices for the Product within the Territory shall be the responsibility of PARTY A. PARTY A provides PARTY B with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. PARTY B shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. PARTY B shall report regularly to PARTY A in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to PARTY A annually, during the Term, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and PARTY B’s estimate of sales by month for the upcoming year. PARTY B will also, upon request by PARTY A, furnish such further information concerning PARTY B’s business and operations as PARTY A in its sole discretion deems necessary from time to time. 9.5 In performing its duties hereunder, PARTY B agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by PARTY A. 9.6 The restrictive covenants imposed on PARTY B hereunder shall extend and apply to any affiliates of the PARTY B and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and PARTY B shall cause such Persons to comply with such restrictive covenants and will be responsible to PARTY A for the actions of all such Persons in contravention thereof.

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDOWNER. DISTRIBUTOR is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTOR’s obligations under this Agreement. DISTRIBUTOR shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDOWNER, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARDOWNER. DISTRIBUTOR shall forward to WOLF GUARD OWNER copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDOWNER. DISTRIBUTOR further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD OWNER who shall retain the sole and exclusive ownership of all copyright therein. Notwithstanding Section 9.2, OWNER may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with DISTRIBUTOR’s performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to DISTRIBUTOR by OWNER separately, it being understood that OWNER shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon sixty (60) days’ written notice to DISTRIBUTOR. The determination of sales and marketing strategies and DISTRIBUTOR’s selling prices for the Product within the Territory shall be the responsibility of DISTRIBUTOR, after consultation with OWNER who may provide DISTRIBUTOR with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While DISTRIBUTOR is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. DISTRIBUTOR shall report regularly to OWNER in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to OWNER annually, during the Term, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and DISTRIBUTOR’s estimate of sales by month for the upcoming year. DISTRIBUTOR will also, upon request by OWNER, furnish such further information concerning DISTRIBUTOR’s business and operations as OWNER in its sole discretion deems necessary from time to time. In performing its duties hereunder, DISTRIBUTOR agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by OWNER. In the event that DISTRIBUTOR does make any representation or warranty in violation of the foregoing, then DISTRIBUTOR agrees to indemnify and save OWNER harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by OWNER arising out of or in any way connected with any such representation or warranty. The restrictive covenants imposed on the DISTRIBUTOR hereunder shall extend and apply to any affiliates of the DISTRIBUTOR and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and DISTRIBUTOR shall cause such Persons to comply with such restrictive covenants and will be responsible to OWNER for the actions of all such Persons in contravention thereof.

SALES AND MARKETING OF THE PRODUCT. 9.1 DISTRIBUTOR will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDOWNER. DISTRIBUTOR is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTOR’s obligations under this Agreement. of 9.2 DISTRIBUTOR shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR uses in marketing its other non-competing products. All advertising by DISTRIBUTOR in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDOWNER, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARDOWNER. DISTRIBUTOR shall forward to WOLF GUARD OWNER copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDOWNER. DISTRIBUTOR further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-Trade- marks shall remain the property of WOLF GUARD OWNER who shall retain the sole and exclusive ownership of all copyright therein. 9.3 Notwithstanding Section 9.2, OWNER may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with DISTRIBUTOR’s performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to DISTRIBUTOR by OWNER separately, it being understood that OWNER shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon sixty (60) days’ written notice to DISTRIBUTOR. 9.4 The determination of sales and marketing strategies and DISTRIBUTOR’s selling prices for the Product within the Territory shall be the responsibility of DISTRIBUTOR, after consultation with OWNER who may provide DISTRIBUTOR with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While DISTRIBUTOR is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. DISTRIBUTOR shall report regularly to OWNER in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to OWNER annually, during the Term, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and DISTRIBUTOR’s estimate of sales by month for the upcoming year. DISTRIBUTOR will also, upon request by OWNER, furnish such further information concerning DISTRIBUTOR’s business and operations as OWNER in its sole discretion deems necessary from time to time. 9.5 In performing its duties hereunder, DISTRIBUTOR agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by OWNER. In the event that DISTRIBUTOR does make any representation or warranty in violation of the foregoing, then DISTRIBUTOR agrees to indemnify and save OWNER harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by OWNER arising out of or in any way connected with any such representation or warranty. 9.6 The restrictive covenants imposed on the DISTRIBUTOR hereunder shall extend and apply to any affiliates of the DISTRIBUTOR and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and DISTRIBUTOR shall cause such Persons to comply with such restrictive covenants and will be responsible to OWNER for the actions of all such Persons in contravention thereof.

SALES AND MARKETING OF THE PRODUCT. DISTRIBUTOR 9.1 SPLASH will resell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by WOLF GUARDBRAVO. DISTRIBUTOR SPLASH is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. DISTRIBUTOR SPLASH represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of DISTRIBUTORSPLASH’s obligations under this Agreement. DISTRIBUTOR . 9.2 SPLASH shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which DISTRIBUTOR SPLASH uses in marketing its other non-competing products. All advertising by DISTRIBUTOR SPLASH in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of WOLF GUARDBRAVO, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by WOLF GUARDBRAVO. DISTRIBUTOR SPLASH shall forward to WOLF GUARD BRAVO copies or samples of all advertisements and promotions for its approval and DISTRIBUTOR SPLASH agrees to withdraw any advertisements or promotions which are considered unsuitable by WOLF GUARDBRAVO. DISTRIBUTOR SPLASH further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of WOLF GUARD BRAVO who shall retain the sole and exclusive ownership of all copyright therein. 9.3 Notwithstanding Section 9.2, BRAVO may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with SPLASH’s performance of its obligations set forth in Section 9.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to SPLASH by BRAVO separately, it being understood that BRAVO shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon sixty (60) days’ written notice to SPLASH. 9.4 The determination of sales and marketing strategies and SPLASH’s selling prices for the Product within the Territory shall be the responsibility of SPLASH, after consultation with BRAVO who may provide SPLASH with a suggested resale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and promotions. While SPLASH is under no obligation to accept such suggested resale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. SPLASH shall report regularly to BRAVO in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to BRAVO annually, during the Term, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and SPLASH’s estimate of sales by month for the upcoming year. SPLASH will also, upon request by BRAVO, furnish such further information concerning SPLASH’s business and operations as BRAVO in its sole discretion deems necessary from time to time. 9.5 In performing its duties hereunder, SPLASH agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by BRAVO. In the event that SPLASH does make any representation or warranty in violation of the foregoing, then SPLASH agrees to indemnify and save BRAVO harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by BRAVO arising out of or in any way connected with any such representation or warranty. 9.6 The restrictive covenants imposed on the SPLASH hereunder shall extend and apply to any affiliates of the SPLASH and their respective shareholders, directors, officers, employees and representatives as if they were also parties to this Agreement and SPLASH shall cause such Persons to comply with such restrictive covenants and will be responsible to BRAVO for the actions of all such Persons in contravention thereof.