Distributor Performance Obligations Clause Samples
The Distributor Performance Obligations clause defines the specific duties and standards that a distributor must meet under an agreement. Typically, this includes requirements such as minimum sales targets, marketing efforts, reporting duties, or maintaining adequate inventory levels. By clearly outlining these expectations, the clause ensures that the distributor actively promotes and sells the products, thereby protecting the supplier’s interests and providing a basis for evaluating distributor performance.
Distributor Performance Obligations. Distributor shall:
a. market, advertise, promote, and resell the Goods to Customers located in the Territory consistent with good business practice;
b. maintain a place or places of business, including adequate office, storage, and warehouse facilities and all other facilities as required for Distributor to perform its duties under this Agreement;
c. purchase and maintain a representative quantity of each Good sufficient for and consistent with the Distributor's Customers' sales needs;
d. establish and maintain a sales and marketing organization sufficient to develop the market potential for the sale of the Goods, and independent sales representatives, a distribution organization, and facilities sufficient to make the Goods available for shipment by Distributor to each Customer;
e. not make any false or misleading representations or warranties to any Customer regarding Seller or the Goods; and
f. not engage in any unfair, competitive, misleading, or deceptive practices regarding Seller, Seller's Trademarks, or the Goods.
g. Distributor represents and warrants to Lockly that:
i. it is a duly organized, validly existing, and in good standing as a in the jurisdiction of Minnesota;
ii. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement;
iii. it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement, and to perform its obligations under this Agreement;
iv. the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party;
v. the execution, delivery, and performance of this Agreement by Distributor will not violate, conflict with, require consent under, or result in any breach or default under vi. any of Distributor's organizational documents;
vii. any applicable Law; or
viii. with or without notice or lapse of time or both, the provisions of any Distributor Contract; and
ix. when executed and delivered by each of Seller and Distributor, this Agreement will constitute the legal, valid, and binding obligation of Distributor, enforceable against Distributor in accordance with its terms, except as may be limite...
Distributor Performance Obligations. 7.1 The Distributor will use reasonable efforts to ensure that Publisher’s performance will meet or exceed industry standards and practices. Additionally, the Distributor agrees to the following performance standards.
7.2 The Distributor is obliged to acquaint the Publisher with the content of this Agreement. The Distributor shall ensure that all Distributor´s obligations under this Agreement shall be met and that any negotiation of the Publisher shall not prevent to fulfill its obligations. The Distributor is obliged to secure and is liable for any damages with respect to the validity of the license granted by the Distributor to the Licensee for the duration of this Agreement. The Distributor is obliged to follow the contract concluded between the Distributor and the Publisher about the license to the Licensed Materials. In the case of breach of such contract the Distributor is responsible for all the damages of the Licensee and Participating institutions caused by the suspension of the license to the Licensed Materials to the Distributor and by this to the Licensee and Participating institutions.
Distributor Performance Obligations. 1. The Distributor will use reasonable efforts to ensure that its performance will meet or exceed industry standards and practices. Additionally, the Distributor agrees to the following performance standards.
2. The Distributor is obliged to follow the contract concluded between the Distributor and the Publisher about the license to the Licensed Materials. In the case of breach of such contract the Distributor is responsible for all the damages of the Licensee and Participating institutions caused by the suspension of the license to the Licensed Materials to the Distributor and by this to the Licensee and Participating institutions.
Distributor Performance Obligations. During the term and Pose-Term Resale Period, Distributor shall:
(a) market, advertise, promote, and resell the Goods to Customers consistent with good business practice:
(b) purchase and maintain a representative quantity of each Good sufficient for and consistent with the Distributor’s Customers· sales needs;
(c) provide initial technical support to Customers following purchase of Goods, subject to Seller’s obligations in Section 5.0 l below: and
(d) establish and maintain a sales and marketing organization sufficient to develop the market potential for the sale of the Goods, and independent sales representatives, a distribution organization, and facilities sufficient to make the Goods available for shipment by Distributor to each Customer.