Common use of Appointment as Representative Clause in Contracts

Appointment as Representative. Subject to the terms of this Agreement, Distributor appoints the Representative as its non- exclusive, independent agent in the Territory for the marketing and solicitation of orders from Customers in respect of Avaya OneCloud CCaaS Public ("Services") and the Representative hereby accepts such appointment and shall use its commercially reasonable efforts to carry out the Objective in a reasonable and diligent manner using due care and skill, in accordance with the provisions of this Agreement. As part of the Objective, Representative shall use its commercially reasonable efforts to contact prospective Customers and provide to them relevant information regarding the Services on the basis of the information and documents provided or approved by Distributor or Avaya; and, (ii) refer prospective Customers to the Distributor in order to execute sales agreements subject to approval by Avaya. Representative shall market the Services to prospective Customers accordance with this Agreement. All Customers shall enter into the Avaya Terms. In performing the Objective under this Agreement, except with respect to its appointment as an agent hereunder, Representative shall operate as an independent contractor and shall not be or hold itself out as or act as an employee, partner, principal, or joint venture of Avaya or Distributor, or collect or receive money from Customers on behalf Avaya. Except as specifically set forth herein, Representative shall in no way have the authority to bind or obligate Distributor or Avaya in any respect. Representative may not make additional representations and warranties on Distributor’s or Avaya’s behalf including with respect to the prices, rates, terms, availability and conditions of the Services. Nothing in this Agreement shall, or shall be deemed to, sell, transfer, license or assign any right, title or interest of any kind in or to the Services to Representative, which right, title and interest shall at all times be and remain owned solely by Avaya.