Obligations of Distributor. During the term of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees:
3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT.
3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above.
3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company.
3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company.
3.5 Distributor shall provide Company by the 15th day of ea...
Obligations of Distributor a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.
b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement
c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.
d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.
e. Distributor shall pay for all products purchased in a timely manner.
f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.
g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.
h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.
i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.
j. Distributor ...
Obligations of Distributor. During the term of this Agreement, Distributor shall:
(a) Act in good faith in its relations with the Representative;
(b) Keep the Representative informed on a regular basis of any prospective change to the Services; and
(c) Comply with all applicable laws in connection with its performance of its obligations under this Agreement including laws relating to anti-bribery and corruption, including the US Foreign Corrupt Practices Act, Canada’s Corruption of Foreign Public Officials Act and the UK Bribery Act, each as amended, regardless of whether the bribery or corrupt activities involve government officials or otherwise.
Obligations of Distributor. In exchange for the limited license and distributions rights granted by this Agreement, Distributor agrees as follows:
12.1 Distributor shall, at its sole cost and expense, obtain and maintain all registrations, permits and licenses required by any applicable governmental authority in the Territory and prepare and file all reports, forms and/or applications required by Applicable Law and such governmental authorities.
12.2 Distributor agrees that it shall not use other packing (i.e., other than the Packaging) for all sales or other distributions of the Filled Cartridges.
12.3 Distributor agrees that the Filled Cartridges will be labeled in compliance with Applicable Law and will inform the Company in the event any alterations to the Packaging are required to be in compliance with Applicable Law.
12.4 Distributor agrees not to re-sell any unfilled Cartridges.
12.5 Distributor agrees that the Packaging provided by the Company will only be used in connection with the performance of this Agreement, and will not be used in connection with third- party goods.
12.6 Unless Distributor pays for and obtains its own filling machine approved by the Company, Distributor agrees that the Company is the owner of all Filling Machines provided by the Company to Distributor and used by Distributor in furtherance of this Agreement.
12.7 Distributor agrees that it will not take any actions that will tarnish, dilute, or otherwise negatively impact the Company’s Marks or the goodwill built up by the Company in the Company’s Marks. In the event of a breach of this section, Distributor shall have thirty (30) days from the receipt of notice from the Company to correct or ameliorate the offending action.
Obligations of Distributor. (a) Distributor will use its best efforts aggressively to develop sales of the Products as well as to co-market HealtheTech products and services in the Territories. In furtherance thereof, Distributor will fulfill the obligations defined in Exhibit F and shall cause any Service Affiliate or sublicense to conform to the obligations defined in Exhibit F.
(b) Provide to HealtheTech the right of first negotiation to evaluate and negotiate rights to re-sell products manufactured by Distributor that have not yet been offered to other distributors. This right of first negotiation shall consist of Distributor notifying HealtheTech of the availability of a new product and its associated proposed pricing, and providing HealtheTech sixty (60) days to evaluate and exclusively negotiate with Distributor terms for reselling the product in the United States. In the event that the parties are unable to come to a mutual agreement on the terms for reselling the product within that 60 day period, Distributor shall have the right to negotiate with other parties concerning the products offered to HealtheTech.
(c) Distributor hereby grants to HealtheTech a non-exclusive right to distribute any Chinese language version of any nutrition and exercise logging software program that it has or will develop during the Term of this Agreement at pricing to be mutually agreed to by the parties.
Obligations of Distributor. 7.1 Distributor shall use commercially reasonable efforts to launch the Product in the United States within 90 days of receipt of at least 50% of the quantity of conforming Product set forth in Section 3.1 above and 50% of the conforming samples set forth in Section 6.6(a) above, in Distributor's distribution center in the United States, provided that (1) Company has also supplied to Distributor all regulatory materials specified under Article 4 of Agreement; and (2) the U.S. government authorities have not otherwise precluded Product from being marketed and/or sold in the United States. In the event of any delay due to regulatory authorities or due to Force Majeure, Distributor shall immediately notify Company and the above-mentioned period for launch of the Products shall be extended for as long as any such delay continues. If Distributor has still not launched the Products within 30 days of the end of the 90 day period as referred to above or, if there have been delays as referred to in this Section 7.1, within 90 days of the end of the extended period as referred to in the previous sentence, Company may forthwith terminate this Agreement upon notice in writing to Distributor.
7.2 Distributor shall use all reasonable efforts to sell and distribute the Products in the Territory. With respect to countries in the Territory outside the United States (hereinafter "the non-U.S. Territory"), Distributor shall use all reasonable efforts to maximise its sales of the Products in such countries unless to do so would not be materially profitable to Distributor. In the event that Distributor decides to sell or distribute in the non-U.S. Territory (or any portion thereof), Company shall make all necessary regulatory filings required for Product approval at Company's expense in the part of the non-U.S. Territory concerned.
7.3 During the term of this Agreement, Distributor will spend at least [ * ] annually on direct sales force expenses relating to Product. Distributor shall also spend at least the following amounts annually on marketing the Product: [ * ] With the sales force efforts outlined in this Section 7.3, Distributor shall be permitted to sell, promote, market and distribute other products in addition to Product with the same sales force efforts. [*]CONFIDENTIAL TREATMENT REQUESTED 12
7.4 Distributor furthermore agrees:
(a) that as compliance with Section 7.3 above, to ensure that the Territory is covered by adequate and reasonable sales activities including...
Obligations of Distributor. (a) Best Efforts to Market Products: ------------------------------- Distributor shall use its best efforts to promote the distribution of the Products throughout the Territory. If Distributor has appointed Sub-Distributors pursuant to the term and conditions of this Agreement, Distributor shall use its best efforts to ensure that each such Sub-Distributor promotes the distribution of the Products throughout that part of the Territory assigned to it.
Obligations of Distributor. (a) Diligence. Distributor shall use commercially reasonable efforts to promote the marketing and distribution of the Product to realize the maximum sales potential for the Product in the Territory. Except as expressly set forth herein, Distributor shall be solely responsible for all costs and expenses related to the advertising, marketing, promotion, and distribution of the Product and for performing its obligations hereunder.
Obligations of Distributor. 2.1 Minimum Purchase Requirement. Distributor shall purchase from EFP such quantities of the Product as shall satisfy all of Distributor's requirements for resale during the term of this Agreement; provided, however, that Distributor shall in all events be required to purchase not less than a minimum of 1,000 products per year, set forth in Exhibit B. If Distributor fails to meet such requirements, EFP shall have the right to terminate this Agreement pursuant to Section 9.2 hereof with no liability to EFP.
Obligations of Distributor. 3 3.1 Generally . . . . . . . . . . . . . 3 3.2 Conduct of Business and Expenses. .
