Common use of Certain Performance Requirements Clause in Contracts

Certain Performance Requirements. 3.1 Trudell agrees to promote, ▇▇▇▇▇▇, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Trudell will not, under an▇ ▇▇▇▇▇mstances, either directly or indirectly through third parties, knowingly promote, market, sell, distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the Territory. 3.2 In order to assure Carrington that Trudell is ▇▇▇ ▇▇▇▇▇riatin▇ ▇▇▇▇▇cts to the United States or elsewhere outside the Territory, Trudell agrees that: (a) ▇▇▇▇▇▇▇ will send to Carri▇▇▇▇▇ ▇ quarterly sal▇▇ ▇▇▇▇▇▇ on the number of units of each Product sold; (b) Trudell will send to Carri▇▇▇▇▇ ▇ quarterly inv▇▇▇▇▇▇ ▇▇▇ort of the Products; and (c) Carrington may mark for id▇▇▇▇▇▇▇▇▇▇on al▇ ▇▇oducts sold by Carrington to Trudell here▇▇▇▇▇. ▇.3 Tr▇▇▇▇▇ ▇hall maintain a s▇▇▇▇▇▇▇nt inventory of Products to assure an adequate supply of Products to serve all its market segments. Trudell shall maintain all ▇▇▇ ▇▇ventory of Products clearly segregated and meeting all storage and other required standards applicable governmental authorities. All such inventory shall be subject to inspection by Carrington or its agents d▇▇▇▇▇ ▇▇▇▇al business hours with 72 hours written notice. 3.4 Trudell shall be responsib▇▇ ▇▇▇ and shall collect all governmental and regulatory sales and other taxes, charges and fees that may be due and owing upon sales by Trudell of Products in Can▇▇▇. ▇pon written request from Trudell, Carrington shall ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇h such certific▇▇▇▇ ▇▇ other documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees for Canadian sales. 3.5 All Products shall be advertised, marketed, sold and distributed by Trudell in compliance with ▇▇▇ ▇▇les and regulations of the applicable governmental authority within the Territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. 3.6 Trudell agrees not to make, ▇▇ ▇▇rmit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington and from the ap▇▇▇▇▇▇▇▇ ▇overnmental authority.

Certain Performance Requirements. 3.1 Trudell PiSA agrees to promote, ▇▇▇▇▇▇market, sell and distribute the Products only to customers and potential customers within the Territory for ultimate use within the Territory. Trudell PiSA will not, under an▇ ▇▇▇▇▇mstancesany circumstances, either directly or indirectly through third parties, knowingly promote, market, sell, distribute or ship Products within or to, or for ultimate use within, the United States or any place outside the Territory. 3.2 In order to assure Carrington that Trudell PiSA is ▇▇▇ not ▇▇▇▇▇riatin▇ ▇▇▇▇▇cts ing Products to the United States or elsewhere outside the Territory, Trudell PiSA agrees that: (a) ▇PiSA will send to Carrington a monthly sales ▇▇▇▇▇▇ will send to Carri▇▇▇▇▇ ▇ quarterly sal▇▇ ▇▇▇▇▇▇ on the number of units of each Product sold; (b) Trudell PiSA will send to Carri▇▇Carrington a monthly invent▇▇▇ ▇ quarterly inv▇▇▇▇▇▇ ▇▇▇ort of the Products; and and (c) Carrington may mark for idide▇▇▇▇▇▇▇▇▇▇on al▇ n all ▇▇oducts ▇ducts sold by Carrington to Trudell here▇▇▇▇PiSA hereunde▇. ▇.3 Tr▇▇▇▇▇ ▇hall 3.3 PiSA shall maintain a s▇▇▇▇▇▇▇nt sufficient inventory of Products to assure an adequate supply of Products to serve all its market segments. Trudell PiSA shall maintain all ▇▇▇ ▇▇ventory its inventory of Products clearly segregated and meeting all storage and other required standards applicable governmental authorities. All such inventory shall be subject to inspection by Carrington or its agents dwi▇▇▇▇ ▇▇ ▇▇▇▇al business hours with 72 hours s written notice. 3.4 Trudell PiSA shall be responsib▇▇ ▇▇▇ responsible for and shall collect all governmental and regulatory sales and other taxes, charges and fees that may be due and owing upon sales by Trudell PiSA of Products in Can▇▇▇Products. ▇pon Upon written request from TrudellPiSA, Carrington shall provide Pi▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇h such certific▇▇▇▇ ▇▇ ch certificates or other documents as may be reasonably required to establish any applicable exemptions from the collection of such taxes, charges and fees for Canadian salesfees. 3.5 All Products shall be packaged, labeled, advertised, marketed, sold and distributed by Trudell PiSA in compliance with ▇▇▇ ▇▇les the rules and regulations of the applicable governmental authority within the Territory territory in which the Products are marketed, as amended from time to time, and (ii) all other applicable laws, rules and regulations. 3.6 Trudell PiSA agrees not to make, ▇▇ ▇▇rmit or permit any of its employees, agents or representatives to make, any claims of any properties or results relating to any Product, unless such claims have received written approval from Carrington and from the ap▇app▇▇▇▇▇▇▇ ▇overnmental ▇vernmental authority. 3.7 PiSA shall not use any label, advertisement or marketing material on or with respect to or relating to any Product unless such label, advertisement or marketing material has first been submitted to and approved by Carrington in writing. ▇.▇ PiSA agrees that Carrington shall have the r▇▇▇▇ ▇▇ ▇▇spect PiSA's facilities at all reasonable times to ensure PiSA's compliance with the provisions of this Agreement. 3.9 PiSA will actively and aggressively promote the sale of the Products to all customers and potential customers within the Territory. PiSA agrees not to market, sell or distribute to any customers or potential customers in the Territory without ninety (90) days written notice to Carrington, any wound care, ▇▇▇▇ ▇▇▇▇, or incontinence care.