Common use of Subdistributors Clause in Contracts

Subdistributors. With the prior written consent of Engage (which --------------- shall not be unreasonably withheld), Provider may sublicense its rights under Section 2.1(iii)-(iv) to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider shall execute an agreement with each subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 8, 9.2 and 10-13. In addition, such agreement shall provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider with the records and right of inspection set forth in Section 3.5. Provider shall at all times during the term of this Agreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1.

Subdistributors. With (1) Distributor may appoint subdistributors of the Products in the Territory, provided that (a) Distributor has reasonably determined that the subdistributor has a good reputation and has adequate skills, experience and committed resources to sell and support the Products; (b) Distributor has provided written notice to EnteroMedics requesting approval for such appointment identifying each subdistributor, including the name, address, phone number, legal relationship to Distributor, and authorized representative(s) of such subdistributor and defined territory; and (c) Distributor has received prior written consent of Engage (which --------------- shall approval from EnteroMedics, such approval not to be unreasonably withheld). (2) Upon approval from EnteroMedics, Provider may sublicense its rights under Section 2.1(iii)-(iv) to further the objectives set forth in this Agreement; provided that (i) no subdistributor Distributor shall be permitted to use the Provider Technology, or to construct or maintain enter into a data repository, or offer Data Services or Products, other than in association binding written agreement with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees containing provisions reasonably calculated to perform the duties set forth in this Agreement listed below. Provider shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide ensure compliance with such notification a full description of the proposed appointeeDistributor’s obligations hereunder, including without limitation a description the provisions of Section 1(e) (Competitive Products), Section 2 (Responsibilities of Distributor), Section 6 (Term and Termination), Section 8 (Proprietary Rights and Confidentiality) and Section 9 (Trademarks and Trade Names) hereof, and expressly prohibiting the appointment by the subdistributor of any subdistributor or subagents. Any such appointment shall not relieve Distributor of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplaceobligations hereunder, and Distributor shall be responsible to EnteroMedics for, and shall indemnify and hold EnteroMedics harmless for, any other factors relevant to the capability act or omission of such appointee to effectively market and service the Data Services and Products in the Territory. Provider shall execute an agreement with each a subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicablethat would, including without limitation those set forth in Sections 2.3if committed by Distributor, 2.4, 4.1, 5, 6, 8, 9.2 and 10-13. In addition, such agreement shall provide that (i) termination or expiration constitute a breach of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider with the records and right of inspection set forth in Section 3.5. Provider shall at all times during the term of this Agreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1Agreement.

Subdistributors. With the prior written consent of Engage (which --------------- shall not be unreasonably withheld), Provider Reseller may sublicense its rights under Section 2.1(iii)-(iv) 2.1 to subdistributors to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider Reseller shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider Reseller shall execute an agreement with each subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 87, 9.2 9.1, 10.2 and 1011-13. In addition, such agreement shall provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider Reseller with the records and right of inspection set forth in Section 3.54.4. Provider Reseller shall at all times during the term of this Agreement make its use best endeavors efforts to ensure that each subdistributor complies with the terms of said agreement. If Provider Reseller becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider Reseller shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider Reseller shall remain primarily responsible to Engage for all of its subdistributors' activities. All ordering of Products from Engage shall be made by Reseller only pursuant to Section 3. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1.