Common use of Appointment and Responsibilities Clause in Contracts

Appointment and Responsibilities. (a) Subject to the terms and conditions contained herein, TAJIMA, NTC and NAC hereby jointly agree to appoint DISTRIBUTOR as the exclusive distributor of the PRODUCTS within the TERRITORY, and DISTRIBUTOR hereby accepts such appointment. (b) DISTRIBUTOR shall use its best efforts to promote the maximum sale and distribution of the PRODUCTS within the TERRITORY, and shall devote such time as is necessary for effective promotion of the PRODUCTS. In connection therewith DISTRIBUTOR shall maintain an active and effective commercial organization designed to maximize sales of the PRODUCTS. (c) DISTRIBUTOR shall not have the right to sell and/or distribute the PRODUCTS, either directly or indirectly, to any area than the TERRITORY. However, DISTRIBUTOR may sell in any area other than the TERRITORY upon the written consent from NAC, which will be issued after being agreed upon between NAC and the party having sales right in such area. (d) During the term of this Agreement, DISTRIBUTOR shall not in the TERRITORY, directly, indirectly, or in conjunction with any third party, solicit orders for, distribute, sell, or manufacture, products of any type which are competitive with the PRODUCTS, or assist, inspire, or promote others in such activities.