VAR'S OBLIGATIONS. 4.1 VAR shall, subject to the terms of this Agreement, use reasonable commercial efforts to promote, market, sell and support the VFPs and to develop and commercialize the VCPs throughout the Territory.
4.2 VAR shall cause Visionics copyright, patent and trademark notices to appear on or within each unit of the VCP Product and/or each item of packaging and promotional material as may be designated and approved by Visionics.
4.3 VAR shall keep Visionic reasonably informed regarding its marketing and business development plans relating solely to the VCPs and VFPs, to the extent that those plans include the sale of any of Visionics' products and their customizations.
4.4 VAR shall reasonably cooperate with Visionics in protecting Visionics' Engine, VFPs and intellectual property, at Visionics' expense, and shall promptly supply Visionics, at Visioncs' expense, with any information or materials reasonably required by Visionics. If VAR is notified in writing or becomes aware of any unauthorized use of the Engine in the Territory, VAR shall so advise Visionics. Visionics may, in its discretion, take, or elect not to take, such action as it deems advisable against any infringing party. If Visionics fails, or elects not to take action against an infringing party within 30 business days after receipt by Visionics of VAR's notice to Visionics of such unauthorized use, VAR shall have the right, at VAR's expense, to commence an action against the infringer in VAR's name and/or in Visionics' name and Visionics shall cooperate with VAR, at VAR's expense, in connection therewith. VAR shall not enter into any settlements of infringements without Visionics' consent, which shall not be unreasonably withheld.
4.5 VAR agrees to reasonably assist Visionics in protecting the distributon of the VFPs and Engine from unlawful duplication. VAR shall furnish Visionics with samples of proposed advertising, packaging and wrapping materials for the VCP Products before manufacture, sale or distribution (whichever first occurs) of the same.
VAR'S OBLIGATIONS. 4.1 VAR shall, subject to the terms of this Agreement, use its reasonable commercial efforts to manufacture the VDP and promote, exploit and sell it throughout the Territory.
4.2 VAR shall cause copyright, patent and trademark notices to appear on or within each unit of the VDP and each item of packaging and promotional material and each CGI script, screen, form and the like comprising VDP user sessions as described in
VAR'S OBLIGATIONS. 4.1 Var agrees to sublicense or acquire, for License and service fees, the products and services summarized in Schedule 1 Part C. Var's authorized representative will approve all orders to Unidata. Software provided to Var under this Section may be copied for back-up, archive or emergency recovery purposes, or to replace a worn copy. The original copy of Software and any other internal copies are and will remain Unidata property.
4.2 Var represents that it (i) distributes computer software; (ii) adds significant value to products obtained from other persons, and (iii) engages in selling, licensing and distributing products to End users through direct "face to face" contact.
4.3 Var agrees to 4.
3.1 use all commercially reasonable efforts to distribute and install Software correctly and appropriately, so as to not detract from Unidata's and its Software reputation.
VAR'S OBLIGATIONS. VAR agrees to indemnify and defend VISIGENIC from ----------------- any and all third party claims, lawsuits or damages, including attorney's fees, that VISIGENIC may suffer as a result of the failure of VAR to abide by the material terms of this Agreement.
VAR'S OBLIGATIONS. 4.1 VAR agrees to pay to COGNOS the fees and charges set out in Article 6.0.
4.2 VAR agrees to not make, without the prior written consent of COGNOS, any claim about COGNOS or the Software other than presenting current information that has been either published by COGNOS or developed jointly under this Agreement.
4.3 VAR agrees that on all matters relating to the use of COGNOS's tradename, logo and trademarks, including, without limitation, all advertising and marketing materials, VAR shall obtain prior written approval of COGNOS in order to assure proper use.
4.4 VAR agrees to provide to COGNOS, concurrently with the Effective Date and also within thirty (30) days of COGNOS's request therefor, a business plan respecting the future marketing and sublicensing efforts contemplated by VAR.
4.5 VAR agrees to provide support services as described in Schedule D for all copies of the Software provided by VAR to Sublicensees.
4.6 VAR's right to leave Demonstration Software on a prospective Sublicensees's CPU is contingent upon VAR obtaining from the prospective Sublicensee prior to installation a duly executed Sublicense for a thirty (30) day trial. Demonstration Software may not be left on a Sublicensee's CPU for a period in excess of thirty (30) days without the written consent of COGNOS.
4.7 VAR agrees to use its best efforts to market, demonstrate, and sublicense the Software to end users in the Territory.
4.8 Within two (2) weeks of COGNOS's request, VAR agrees to provide COGNOS with a written report detailing all Sublicensees by company name, address, and contact name, trade name of Software licensed, and CPU make, model, and serial number (only CPU model if Shrink-Wrapped Software), and also setting forth all sublicense fees paid or due hereunder.
4.9 VAR agrees to enforce the Sublicense terms and conditions and, if VAR in COGNOS's sole opinion fails to do so, then, at COGNOS's option and effective immediately without the need for any further action, VAR will be deemed to have assigned to COGNOS all rights under such Sublicense as are required for COGNOS to enforce such terms and conditions in its own name.
4.10 VAR agrees to provide COGNOS with a complete listing of VAR's current installed end user base, which listing shall be attached hereto as Schedule F.
VAR'S OBLIGATIONS. In addition to and subject to the other provisions of this Mitel VAR Agreement, VAR will make its best efforts to:
a) Ensure that VAR's personnel are properly trained in the sale, installation, and servicing of the PRODUCTS.
b) Cooperate in the resolution of customer complaints.
c) Maintain a sufficient spare parts inventory of products to meet VAR's then current customer service requirements.
d) Provide competent end-user installation, training, and maintenance services.
VAR'S OBLIGATIONS. A. VAR'S SOLUTION VAR hereby certifies that all Apple Products purchased or licensed pursuant to this Agreement are to be incorporated into VAR's own Solution System for resale or used internally by VAR to develop or demonstrate VAR's Solution System.
B. PROMOTION AND SALES VAR shall promote and sell Products and Consumables to Customers, maintaining a high level of customer satisfaction. VAR agrees and represents that it shall accomplish at least the following:
(1) comply with Apple's programs and policies either contained in the Policies and Practices Manual or other documentation available to VAR;
(2) assist each Customer in person to properly assess the Customer's needs and fully explain the features, benefits, operation, and applications of the Solution System. VAR shall provide Customers with the benefit of ongoing, skilled, face-to-face, presale, and postsale education, orientation, service, and support on the Solution System;
(3) purchase and take delivery from Apple, during the term of this Agreement: for an integration solution VAR, no less than one million dollars ($1,000,000) worth of Apple Products; or for a proprietary solution VAR, no less than five hundred thousand dollars ($500,000) worth of Apple Products;
(4) utilize the promotional programs and funds Apple makes available from time to time;
(5) make available (a) Apple's standard Limited Warranty, (b) any warranties provided by the vendor of any bundled products, and (c) applicable end user Software License Agreements to all purchasers prior to purchase;
(6) not engage in any deceptive, misleading or unethical practices that are or might be detrimental to Apple, Apple products or the public;
(7) not make any representations, warranties, or guarantees to Customers or to the trade with respect to the specifications, features, or capabilities of Apple products that are inconsistent with Apple's literature, including all warranties and disclaimers contained in such literature; and
(8) not make modifications to Products without authorization from Apple.
VAR'S OBLIGATIONS. 6.1 VAR shall:
(a) Furnish Viator, upon request by Viator from time to time, a rolling three (3) month forecast of VAR's projected requirements for each customer by month in electronic (machine readable) format. The format and content of such forecast will be as set forth in Attachment C hereto, as such schedule may be modified from time to time by Viator.
(b) Not remove, obscure or modify any label or other indication of copyright or other intellectual property rights on the Products.
(c) Agree to the terms and conditions of any software license or product warranty terms enclosed with the Products.
(d) Not sell Products other than in original, unmodified, unused condition, except that the unmodified Products may be bundled or packaged with other goods to comprise a system.
VAR'S OBLIGATIONS. 4.1 VAR will use commercially reasonable efforts to actively market, advertise, promote and sell the Dynatrace Products to End Users within the Territory consistent with good business practice and in a manner, that reflects favorably at all times on the Dynatrace Products and the good name, goodwill and reputation of Dynatrace, in each case using its best efforts to maximize the sales volume of the Products, in accordance with the terms of this Agreement.
VAR'S OBLIGATIONS. (A) VAR shall have the following obligations under this Agreement:
(1) VAR shall use its best efforts to promote and sell (and, to the extent applicable, assemble and install) the Solar Panels and to maintain and promote the goodwill of MEUS.
(2) To the extent that VAR provides assembly and installation services, VAR shall assemble and integrate the Solar Panels into complete solar energy systems strictly according to the instructions and specifications provided by MEUS.
(3) VAR shall comply with all applicable present and future federal, state, county and local laws, ordinances and regulations, including building codes, installation permits and contractor’s licenses, in connection with its promotion and sale (and, to the extent applicable, the assembly and installation) of the Solar Panels.
(4) VAR shall maintain an adequate sales force to carry out its obligations under this Agreement and train its employees in the demonstration, use and sale of the Solar Panels so that such employees can inform, advise, and assist the customers of VAR in the appropriate installation, use, and care of the Solar Panels
(5) VAR shall designate an employee to act as a liaison to communicate and interact with MEUS regarding the operation, installation and service of the Solar Panels.
(6) VAR shall make prompt payment of all invoices rendered by MEUS to VAR in accordance with the terms thereof. VAR shall not make any deductions or set-offs of any kind from any payments becoming due to MEUS, unless VAR shall have first received a credit memorandum from MEUS authorizing such deduction.
(7) VAR shall promptly report to MEUS any charge, complaint or claim involving any Solar Panels or the manner of installing, using and maintaining the Solar Panels.
(8) VAR shall sell and install the Solar Panels only to customers and for sites located in the United States. VAR shall not sell or export any Solar Panels to customers or destinations outside of the United States. VAR shall not sell or permit inspection or disclose any information about the Solar Panels to any competitor of MEUS or any other third party engaged in any way in the design, manufacture or distribution of any kind of solar panels.
(B) The following provisions shall also apply under this Agreement:
(1) VAR represents and warrants that all of the information VAR provides to MEUS in connection with its obligations under this Agreement or the purchase or sale of Solar Panels shall be accurate and complete to the best of VAR's...
