Obligations of Distributor. 2.1 DISTRIBUTOR shall use its best commercial efforts to sell and to promote sales of Products and to protect and promote the good name and best interests of COMPANY and the Products throughout the Territory.
2.2 DISTRIBUTOR may promote or distribute the products of other companies and otherwise represent other companies, with the exception of products which are identical or similar to Products as listed in Exhibit 1. Nothing in this Agreement shall be construed to prevent DISTRIBUTOR from selling its own products. However, Distributor commits not to enter into direct competition with his customers or enter into any other business that would prevent Distributor from meeting his obligations under this Agreement.
2.3 DISTRIBUTOR shall purchase and resell Products for its own account and its own risk. However, the Parties acknowledge the fact that direct sales by COMPANY to customers in the Territory with commission to DISTRIBUTOR may be necessary in certain cases in order to obtain a contract. In such cases, the Parties agree to negotiate in good faith the terms and conditions for such direct sales. As guidelines for such negotiations, DISTRIBUTOR's normal commission for direct sales by COMPANY shall be ***.
2.4 DISTRIBUTOR shall pay for all Products ordered from COMPANY in accordance with the prices, terms of payment and other terms and conditions of sale which are attached hereto as Exhibit 2***. COMPANY warrants that such prices, terms of payment and the terms and conditions of sale are no less favorable than those in effect for other similarly situated distributors of Products elsewhere in the world. Unless otherwise agreed, the terms of payment for all Products shall be net sixty (60) days from date of invoice.
2.5 DISTRIBUTOR shall maintain a proper place of business including offices, demonstration, test and repair space, maintenance and spare parts storage. DISTRIBUTOR shall maintain the capability to demonstrate the operation of Products.
2.6 DISTRIBUTOR shall maintain an inventory of Products and spare parts adequate to meet routine commercial demand without delay and shall provide spare parts, training and maintenance services to its customers upon their request.
2.7 DISTRIBUTOR shall employ and train skilled technical and other personnel sufficient to promptly and efficiently discharge its responsibilities hereunder.
2.8 DISTRIBUTOR shall provide normal after-sales services to its customers. Subject to paragraph 4.2 of this Agreement, DISTRIBUTOR...
Obligations of Distributor. Marketing Authorisation, Reimbursement and Price
5.1 Following the transfer of any original Marketing Authorisation from the Principal to the Distributor under Clause 4.1 above, the Distributor shall use Commercially Reasonable Efforts to comply with the Guiding Principles in order to ensure that the Marketing Authorisation so transferred in the concerned member state is and remains in compliance with the Marketing Authorisation in the Reference Member State.
5.2 Following the Distributor’s receipt of all documents and information required to be provided by the Principal under Clause 4.4, the Distributor shall at its own expense and within a reasonable time apply for an original Marketing Authorisation including, if the Principal so elects in writing, a duplicate Marketing Authorisation at the expense of the Principal in each of the Non-EU Countries in the name of the Distributor and following successful grant shall ensure and maintain the same at the Distributor’s expense (in respect of the original Marketing Authorisations) and at the Principal’s expense (in respect of any duplicate Marketing Authorisations) for the Term, and at all times shall use Commercially Reasonable Efforts to comply with the Guiding Principles. The Distributor shall ensure that each duplicate Marketing Authorisation obtained for a particular country will at all times be identical to the provisions of its corresponding original Marketing Authorisation. Upon written direction from the Principal, the Distributor shall promptly transfer any duplicate Marketing Authorisation directed by the Principal into the name of the Principal at the Principal’s expense. For the avoidance of doubt, the original Marketing Authorisation corresponding to any duplicate Marketing Authorisation so transferred shall remain in the name of the Distributor.
5.3 The Distributor shall prepare and prosecute, and pay any and all fees charged by Regulatory Authorities for, any variations made to any and all original Marketing Authorisations obtained by the Distributor under Clause 5.2 above and any related costs and expenses including, without limitation, any related translation fees, except where such variations are requested by the Principal or its Associates or licensees in which case such costs and expenses shall be paid by the Principal. The Principal shall pay any and all fees charged by Regulatory Authorities for any variations made to any and all duplicate Marketing Authorisations obtained by the Distribu...
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. 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 ...
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 U.S. $1,300,000 (one million three hundred thousand) annually on direct sales force expenses relating to Product. Distributor shall also spend at least the following amounts annually on marketing the Product: Year 1 - Year 5: US $750,000 Year 6 - Year 7: US $500,000 Year 8 - Year 10: US $250,000 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 CONFIDENTIAL PORTION OMITTED AND FILED SEPARATE...
Obligations of Distributor. A. LICENSING: Distributor shall use its best efforts to license the Headlines. B. PRICING: Distributor shall not license the Headlines for a price below the pricing set by UPI without prior written approval from UPI.
Obligations of Distributor. 5.01 Distributor agrees to actively promote the sale of the Product through direct sales and to maintain a mutually agreed upon inventory of the Product and spare parts for timely delivery, sales demonstration, training and support.
5.02 Distributor agrees to include the Product in promotional literature and to furnish such literature, technical information and related assistance to prospective customers. Any advertising media for the Product must be approved by Tidel prior to publication and/or use.
5.03 Distributor, at Distributor's sole responsibility, hereby acknowledges that all Tidel products will be installed by only certified and authorized service personnel and/or dealer(s) who hold a currently assigned Tidel certification number.
5.04 Distributor agrees to be solely responsible for compliance with all state, municipal and local laws, codes, regulations, ordinances and orders applicable to Distributor's business.
Obligations of Distributor. 9.1 Duty of good faith and fair dealing: Under the terms of the Distributorship Agreement, the Company and all Distributors agree to perform their obligations in accordance with the duty of good faith and fair dealing. A Distributor will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the Distributor or Independent Business, so far as the Rules are concerned. A Distributor shall not aid and abet another Distributor to violate the Rules. No Distributor shall conduct any activity that could jeopardize the reputation of the Company or other Distributors.
9.2 Advertisement: Distributors may advertise only with the express approval of the Company in writing. No Distributors shall make false or fraudulent representations about the products, the Company, the Company’s compensation plan or income potentials.
9.3 Pricing: All the Products shall be sold at the Company’s specified prices. Distributors shall not advertise for sale or put up for any products that deviates from the Company pricing. A distributor may not advertise, offer or provide a customer with a rebate or other consideration to facilitate a lower customer price for any products of the Company.
9.4 Re-packaging: Products offered through or by the Company are to be sold only in their original packages and in their original formulations. Distributors shall not repackage products or otherwise change or alter any of the packaging, labels or materials of products offered through or by the Company.
9.5 Complaints: Distributors shall advise Company of any customer complaint and provide copies of all correspondence and details of all conversations regarding the complaint. Distributors are not authorized to make any type of offer or compromise or render Company liable for any complaint or product return.
