Common use of Actions Upon Termination Clause in Contracts

Actions Upon Termination. Upon the termination of this Agreement, Distributor and Manufacturer, as indicated, shall comply with the requirements of this Section 8.3. 8.3.1. Distributor shall pay in full any amounts due to Manufacturer. 8.3.2. Distributor shall destroy any unsalable Product inventory and provide Manufacturer with a certificate of destruction. 8.3.3. Distributor shall also promptly discontinue Product sales and return to Manufacturer or its nominee any and all (i) sales, use, safety and efficacy data (in such form as it shall then exist); (ii) promotional, labeling and sales training material and (iii) Technical Documents, then in Distributor’s possession. 8.3.4. Distributor shall assign to Manufacturer and deliver to Manufacturer any product registrations (as discussed in Section 5.9), import permits, health registrations, licenses, exemptions from customs duties and governmental consents of any nature which Distributor may have or retain directly or indirectly in connection with the Products imported, sold and/or distributed under this Agreement. Manufacturer will pay any reasonable, out-of-pocket costs incurred by Distributor in conjunction with these assignments. 8.3.5. Distributor shall immediately cease to use the Marks and any confidential, proprietary or secret information.