Distributor Appointment Clause Samples

Distributor Appointment. Subject to MSD’s right to subcontract or delegate in whole or in part to one or more third parties its obligations and responsibilities as distributor of Specialty Allografts as expressly set forth in this Agreement, during the term of this Agreement, MSD is granted (i) exclusive distribution rights in the United States, Canada and Puerto Rico (the “Exclusive Territory”) for those Specialty Allografts indicated as “exclusive” on Schedule 2.1 (the “Exclusive Specialty Allografts”) and non-exclusive distribution rights throughout the rest of the world for such allografts, (ii) non-exclusive distribution rights throughout the world for those Specialty Allografts indicated as “non-exclusive” on Schedule 2.1 (the “Non-exclusive Specialty Allografts”) and (iii) non-exclusive distribution rights for Bone Paste throughout the world; provided, however, with respect to Bone Paste, the grant of rights herein shall be exclusive for the use of the trademark, service ▇▇▇▇, trade name, design, graphics and logos associated with “Osteofil.” RTI agrees that any Bone Paste delivered other than pursuant to this Agreement shall contain a different brand name and label than the Bone Paste delivered pursuant to this Agreement. MSD shall be entitled to distribute Bone Paste for use in all applications, including all musculoskeletal applications (orthopedic, trauma, etc.). RTI shall not, and RTI shall ensure that any third party distributor does not, utilize or reference, directly or indirectly, in any manner the “Osteofil” name or any data with respect to the Osteofil product (including clinical and pre-clinical data) in any marketing and promotional materials or in any materials filed with any applicable regulatory authority.

Distributor Appointment. ENZO hereby appoints BAXTER to act as its nonexclusive distributor worldwide for the distribution and sale of PRODUCTS (EXHIBIT B), and BAXTER agrees to act as such distributor under the terms and conditions set forth herein. BAXTER agrees: a. not to purchase any PRODUCTS from other suppliers; b. not to manufacture PRODUCTS; c. to rely on ENZO as its sole source of PRODUCTS; d. not to use any PRODUCT to manufacture new or other PRODUCTS; e. that all PRODUCTS distributed by BAXTER are for research use only and are not intended for or to be used for diagnostic or therapeutic purposes; and f. that except for DISTRIBUTION under the terms and conditions as set forth in this AGREEMENT, purchase does not include any right or license to exploit these PRODUCTS commercially, including any right to sell these PRODUCTS to other distributors and that any other commercial use or development of these PRODUCTS without the express written authorization of ENZO is strictly prohibited. Nothing herein creates or constitutes a partnership or an agreement of agency between the parties with respect to any activities whatsoever. The relationship between ENZO and BAXTER shall be that of seller and buyer, and neither party shall conclude any contract or agreement or make any commitment, representation or warranty which binds the other party or otherwise act in the name of or on behalf of the other party. ENZO and BAXTER agree that the distribution relationship between them does not constitute, nor does it imply, a license of any of ENZO's technology or patents, nor does it abrogate any of ENZO's rights under its patents. ENZO maintains full rights under its PATENTS. The foregoing statements are paramount to this AGREEMENT.

Distributor Appointment. 3.1 Avaya hereby appoints Distributor, and Distributor hereby accepts an appointment, to be an authorized Avaya Distributor for the limited purpose of: marketing and selling from authorized marketing locations in the Territory the Products, listed in the Product Group Attachments(s) which are attached hereto, to Resellers within the Territory in accordance with the terms and conditions of this Agreement. The appointment of Distributor is predicated on Distributor’s agreement to perform its obligations under this Agreement and to achieve the Territory annual commitment of Products for Distributor determined pursuant to Section 12 of this Agreement. Distributor may not sell Products outside of the Territory without Avaya’s prior written consent, which may be withheld in its discretion. 3.2 Distributor shall have no right to authorize any other entity to resell or market Products and any such authorization or attempted authorization shall be void and without effect. Distributor’s sales of Products to third parties that are not Resellers as defined herein shall be grounds for termination. 3.3 Distributor is not authorized to employ sales agents (other than an employee of Distributor located at an authorized Distributor marketing location) or other independent contractors to market Products. Distributor agrees that it has not exclusive right to market the Products set forth in a Product Appendix hereto in the Territory. Avaya expressly reserves both the right to contract with other to market Products in the Territory and elsewhere and to itself directly engage in such marketing. 3.4 The relationship of the parties under this Agreement shall be, and shall at all times remain, one of independent contractors and not that of franchiser and franchisee, joint ventures, or principal and agent, and no fiduciary relationship exists between the parties. Neither party shall have any authority to assume or created obligations on the other’s behalf with respect to Products, and neither party shall take any action that has the effect of creating the appearance of its having such authority. 3.5 All persons furnished by Distributor to perform its Distribution Functions shall be considered solely Distributor’s employees, and Distributor shall be solely responsible for payment of all their unemployment, Social Security and other payroll taxes including contributions from Distributor when required by law. 3.6 No payment of any fee is required of Distributor as a condition of this...

Distributor Appointment. Subject to the terms and conditions of this Agreement, Xenogen appoints Distributor as its distributor of Licensed Products in the Territory and grants to Distributor a non-transferable, limited right to market and sell Licensed Products in the Territory to Local Customers in the Territory in the Field pursuant to written End User Agreements in the form specified in Exhibits Band C-1 through C-4. The foregoing appointment and right is exclusive with respect to Instrumentation, Software and Bioware™ and non-exclusive with respect to LPTA™ animal models. In addition, Distributor may also distribute Documentation to Local Customers in connection with their use of the Licensed Products.

Distributor Appointment. 1.1 ENZO hereby appoints AMERSHAM to act as its nonexclusive distributor worldwide for the distribution and sale of PRODUCTS through AMERSHAM Affiliates listed in EXHIBIT C, and AMERSHAM Distributors and AMERSHAM agrees to act as such distributor under the terms and conditions set forth herein.

Distributor Appointment. 1.1 Subject to the terms and conditions contained herein, the Company grants to Distributor the non-exclusive right to purchase and resell those products listed on the attached Schedule A (herein the "Products") in the Territory. The Company may revise the list of Products from time to time without liability to Distributor. Nothing herein shall be construed to prohibit Distributor from selling at any price. 1.2 The Company may discontinue the production or sale of or modify the design or material specifications of any Product therefore without any liability or obligation to Distributor or its customers, including, without limitation, any obligation to modify any Product previously ordered by Distributor. 1.3 Nothing in this Agreement shall constitute Distributor an agent of the Company. Distributor is an independent contractor and has control of the details of the performance of its obligations hereunder. Distributor shall not impose or create any obligation or responsibility, express or implied, or make any promises, representations, or warranties on behalf of the Company, other than as provided in Section 6.1 hereof.

Distributor Appointment. Source hereby appoints ADP, and ADP hereby agrees to serve as, a non-exclusive distributor of Source for the term set forth in Section 11 for the limited purpose of marketing and distributing the Source Services worldwide to ADP Subscribers, as defined below, who thereafter subscribe to the Source Services ("Source Subscribers"), all in accordance with the terms and conditions hereof. "Subscribers" shall mean those persons or entities authorized by ADP subject to the terms and conditions hereof, to access all or part of the Source Services. Notwithstanding the foregoing, ADP shall not deliver the Source Services to those persons set forth in Exhibit B, as such exhibit is modified from time to time by Source, with any modifications being implemented by ADP as soon as possible, but in no event later than thirty (30) days from the giving of written notice by Source.

Distributor Appointment. The supplier, Nexgen, hereby appoints Guardian as the exclusive distributor of the Products.

Distributor Appointment. 3M currently markets, and has contractual obligations related to, the 3M Clean-Trace™ hygiene monitoring solution (“Clean-Trace™”) outside of Food Safety Applications, including (i) for use in healthcare facilities (e.g., hospitals, clinics, assisted living, extended care, physical therapy, hospice, dental, and other healthcare-related facilities) not related to diagnosing or treating disease in humans or animals (such uses, “Healthcare Applications”), which is sold by 3M to either (A) end user customers or (B) distributors that primarily serve such Healthcare Applications, and (ii) for use outside of Food Safety Applications with existing end user customers of 3M divisions other than 3M’s Food Safety department as of the Effective Date of this Agreement (“Other Permitted Applications”). Supplier appoints 3M as a non-exclusive, worldwide (“Territory”) distributor of Products, however, 3M will resell Products purchased under this Agreement, only for Healthcare Applications or Other Permitted Applications. 3M will set resale prices for Products at its exclusive discretion.