Obligations of Distributor Sample Clauses
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Obligations of Distributor. During the term of this Agreement, Distributor shall at all times use best efforts and commensurate with Distributor’s overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees:
3.1. Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. All confidential information supplied to Company (including, without limit, customer names and data) by Distributor shall remain Distributor’s property and shall not be disclosed by Company or used to Distributor’s detriment.
3.2. Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above.
3.3. Distributor shall sell only Company’s Products that bear Company’s markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company.
3.4. Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company.
3.5. Distributor shall provide Company by the 15th day ...
Obligations of Distributor. (a) Distributor will use its best efforts aggressively to develop sales of the Products as well as to co-market HealtheTech products and services in the Territories. In furtherance thereof, Distributor will fulfill the obligations defined in Exhibit F and shall cause any Service Affiliate or sublicense to conform to the obligations defined in Exhibit F.
(b) Provide to HealtheTech the right of first negotiation to evaluate and negotiate rights to re-sell products manufactured by Distributor that have not yet been offered to other distributors. This right of first negotiation shall consist of Distributor notifying HealtheTech of the availability of a new product and its associated proposed pricing, and providing HealtheTech sixty (60) days to evaluate and exclusively negotiate with Distributor terms for reselling the product in the United States. In the event that the parties are unable to come to a mutual agreement on the terms for reselling the product within that 60 day period, Distributor shall have the right to negotiate with other parties concerning the products offered to HealtheTech.
(c) Distributor hereby grants to HealtheTech a non-exclusive right to distribute any Chinese language version of any nutrition and exercise logging software program that it has or will develop during the Term of this Agreement at pricing to be mutually agreed to by the parties.
Obligations of Distributor. 3 3.1 Generally . . . . . . . . . . . . . 3 3.2 Conduct of Business and Expenses. .
Obligations of Distributor. In exchange for the limited license and distributions rights granted by this Agreement, Distributor agrees as follows:
12.1 Distributor shall, at its sole cost and expense, obtain and maintain all registrations, permits and licenses required by any applicable governmental authority in the Territory and prepare and file all reports, forms and/or applications required by Applicable Law and such governmental authorities.
12.2 Distributor agrees that it shall not use other packing (i.e., other than the Packaging) for all sales or other distributions of the Filled Cartridges.
12.3 Distributor agrees that the Filled Cartridges will be labeled in compliance with Applicable Law and will inform the Company in the event any alterations to the Packaging are required to be in compliance with Applicable Law.
12.4 Distributor agrees not to re-sell any unfilled Cartridges.
12.5 Distributor agrees that the Packaging provided by the Company will only be used in connection with the performance of this Agreement, and will not be used in connection with third- party goods.
12.6 Unless Distributor pays for and obtains its own filling machine approved by the Company, Distributor agrees that the Company is the owner of all Filling Machines provided by the Company to Distributor and used by Distributor in furtherance of this Agreement.
12.7 Distributor agrees that it will not take any actions that will tarnish, dilute, or otherwise negatively impact the Company’s Marks or the goodwill built up by the Company in the Company’s Marks. In the event of a breach of this section, Distributor shall have thirty (30) days from the receipt of notice from the Company to correct or ameliorate the offending action.
Obligations of Distributor. During the term of this Agreement, Distributor shall:
(a) Act in good faith in its relations with the Representative;
(b) Keep the Representative informed on a regular basis of any prospective change to the Services; and
(c) Comply with all applicable laws in connection with its performance of its obligations under this Agreement including laws relating to anti-bribery and corruption, including the US Foreign Corrupt Practices Act, Canada’s Corruption of Foreign Public Officials Act and the UK Bribery Act, each as amended, regardless of whether the bribery or corrupt activities involve government officials or otherwise.
Obligations of Distributor. 9.1 Duty of good faith and fair dealing: Under the terms of the Distributorship Agreement, the Company and all Distributors agree to perform their obligations in accordance with the duty of good faith and fair dealing. A Distributor will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the Distributor or Independent Business, so far as the Rules are concerned. A Distributor shall not aid and abet another Distributor to violate the Rules. No Distributor shall conduct any activity that could jeopardize the reputation of the Company or other Distributors.
9.2 Advertisement: Distributors may advertise only with the express approval of the Company in writing. No Distributors shall make false or fraudulent representations about the products, the Company, the Company’s compensation plan or income potentials.
9.3 Pricing: All the Products shall be sold at the Company’s specified prices. Distributors shall not advertise for sale or put up for any products that deviates from the Company pricing. A distributor may not advertise, offer or provide a customer with a rebate or other consideration to facilitate a lower customer price for any products of the Company.
9.4 Re-packaging: Products offered through or by the Company are to be sold only in their original packages and in their original formulations. Distributors shall not repackage products or otherwise change or alter any of the packaging, labels or materials of products offered through or by the Company.
9.5 Complaints: Distributors shall advise Company of any customer complaint and provide copies of all correspondence and details of all conversations regarding the complaint. Distributors are not authorized to make any type of offer or compromise or render Company liable for any complaint or product return.
Obligations of Distributor. 7.1 Distributor shall use commercially reasonable efforts to launch the Product in the United States within 90 days of receipt of at least 50% of the quantity of conforming Product set forth in Section 3.1 above and 50% of the conforming samples set forth in Section 6.6(a) above, in Distributor's distribution center in the United States, provided that (1) Company has also supplied to Distributor all regulatory materials specified under Article 4 of Agreement; and (2) the U.S. government authorities have not otherwise precluded Product from being marketed and/or sold in the United States. In the event of any delay due to regulatory authorities or due to Force Majeure, Distributor shall immediately notify Company and the above-mentioned period for launch of the Products shall be extended for as long as any such delay continues. If Distributor has still not launched the Products within 30 days of the end of the 90 day period as referred to above or, if there have been delays as referred to in this Section 7.1, within 90 days of the end of the extended period as referred to in the previous sentence, Company may forthwith terminate this Agreement upon notice in writing to Distributor.
7.2 Distributor shall use all reasonable efforts to sell and distribute the Products in the Territory. With respect to countries in the Territory outside the United States (hereinafter "the non-U.S. Territory"), Distributor shall use all reasonable efforts to maximise its sales of the Products in such countries unless to do so would not be materially profitable to Distributor. In the event that Distributor decides to sell or distribute in the non-U.S. Territory (or any portion thereof), Company shall make all necessary regulatory filings required for Product approval at Company's expense in the part of the non-U.S. Territory concerned.
7.3 During the term of this Agreement, Distributor will spend at least [ * ] annually on direct sales force expenses relating to Product. Distributor shall also spend at least the following amounts annually on marketing the Product: [ * ] With the sales force efforts outlined in this Section 7.3, Distributor shall be permitted to sell, promote, market and distribute other products in addition to Product with the same sales force efforts. [*]CONFIDENTIAL TREATMENT REQUESTED 12
7.4 Distributor furthermore agrees:
(a) that as compliance with Section 7.3 above, to ensure that the Territory is covered by adequate and reasonable sales activities including...
Obligations of Distributor a. All solicitations for the sale of Contracts will be made only by Associated Persons and Agents who are registered representatives of Distributor or a Selling Broker-Dealer and duly licensed insurance agents and appointed by First Penn-Pacific. Continued solicitation for the Contracts shall be contingent upon the continuing qualification of such Associated Persons and Agents by possession of the required licenses, appointments, and registrations. Solicitation may only occur in those states in which First Penn-Pacific is admitted to do business and in which the Contracts have been approved for sale by the appropriate regulatory authority.
b. All applications for the Contracts shall be made on application forms supplied by First Penn-Pacific or in a form otherwise satisfactory to First Penn-Pacific. All applications forwarded to First Penn-Pacific shall first be approved as to suitability by an appropriate principal of the submitting Selling-Broker Dealer or, if originated by Distributor, by an appropriate principal of Distributor. All applications for Contracts shall be subject to acceptance or rejection by First Penn-Pacific in its sole discretion. If First Penn-Pacific rejects an application, it will return any premium paid by that applicant to such applicant and promptly notify Distributor of such action. If a purchaser exercises his or her free look right under a Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of First Penn-Pacific and the relevant Separate Accounts(s) and First Penn-Pacific will promptly notify Distributor of such action.
c. All money payable in connection with the Contracts, whether as purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Contract owner, is the property of First Penn-Pacific. Distributor shall promptly transmit to First Penn-Pacific any such payment received by it in accordance with First Penn-Pacific's administrative procedures without any deduction or offset for any reason, unless there has been mutual arrangement for net wire transmissions between Distributor and First Penn-Pacific. No cash payments shall be accepted by Distributor in connection with the Contracts.
d. Before transmitting to First Penn-Pacific applications or other documents relating to Contracts sold by Associated Persons, Distributor shall review such documents for completeness and correctness, as well as compliance with applicable suitability s...
Obligations of Distributor. During the term of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees:
3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT.
3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above.
3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company.
3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company.
3.5 Distributor shall provide Company by the 15th day of ea...
Obligations of Distributor. Distributor shall:
(a) Establish for each year period of the Term, commencing as of the Effective Date, a mutually agreed Sales Target, not less than as stated in Exhibit B hereto, together with a Product Plan with quarterly targets and milestones, noting significant actions necessary to accomplish the said Sales Target.
(b) Use its best efforts to comply with the Sales Target and Product Plan described in Section 4(a) hereof, and to market and sell the Product to Target Customers in the Territory.
(c) Consult with Hologic before entering into any negotiation or discussion with any third party to directly or indirectly represent or offer for sale any product or device directly competitive with the Product, including Dual X-Ray Absorptiometry ("DXA"), peripheral DXA, bone ultrasound, Single X-Ray Absorptiometry ("SXA"), Radiological Absorptiometry ("RA"), or Quantitative Computed Tomography ("QCT") bone devices. If Distributor represents or offers for sale or sell any such directly competitive product or device, Hologic shall be entitled to terminate this Agreement pursuant to Section 8(b) hereof on thirty (30) days advance written notice.
(d) Meet with and provide Hologic with a written business report on a quarterly basis, describing its sales and marketing activities for the preceding quarter and providing a forecast and summary of marketing and promotional activities scheduled for the next quarter.
(e) Not incur any liability on behalf of Hologic, nor in any way pledge or purport to pledge Hologic's credit; nor describe or hold itself out as an employee of Hologic; nor describe itself other than as a distributor of the Product; nor make any claims, warranties or representations with respect to the Products except such which have been previously approved in writing by Hologic; and
(f) Not distribute advertising or other printed matter created by Distributor referring to the Product without the specific prior approval in writing of Hologic with regard to the form, manner, extent and wording of each such item of advertising and printed matter. Advertising copy, brochures, promotional materials and manuals provided to Distributor by Hologic shall be deemed to be so approved by Hologic, unless Hologic otherwise informs Distributor in writing. All advertising by Distributor shall be without recourse to Hologic for any expense incurred unless such expense shall have been specifically authorized in writing by Hologic.