Common use of Scope and Intent Clause in Contracts

Scope and Intent. 2.1 Supplier will manufacture and on a non-exclusive basis sell and deliver to Buyer for resale in combination with or separately from Philips Equipment to Customer the quantities of Products as may be ordered, subject to any restrictions on forecasts and orders contained herein, by Buyer under this Agreement and the OEM Quality Agreement. 2.2 Buyer shall use commercially reasonable efforts to sell Products to Customers in the Territory for use in combination with Philips Equipment and under the brand name(s) as indicated in Attachment 1. Buyer shall not distribute, sell or export any Products outside of the Territory. Buyer shall not solicit orders for Products outside the Territory. 2.3 Nothing in this Agreement, shall prevent Supplier from selling Products to other customers, or prevent Buyer from selling Philips Equipment. 2.4 Supplier shall be responsible for the design, engineering, manufacture, quality control and sourcing of Products, as set forth in the OEM Quality Agreemet, and is entitled to outsource or subcontract these activities without the consent of the Buyer being required. Such outsourcing or subcontracting shall not release Supplier from any of its duties and obligations in or in relation to this Agreement or under applicable law. 2.5 Supplier shall deliver the Products and any other deliverables to the Buyer at the agreed point of delivery as specified in Attachment 1. 2.6 Installation, application support, training, maintenance and service to the Customer (for the avoidance of doubt, including the remedies for non-compliance with Product warranties as set forth in clause 9.3) will be provided by Supplier as set forth in Attachment 2, it being understood that Supplier may subcontract these activities to Buyer and/or its Affiliates, subject to the parties written agreement, on the basis of the scope and service fees as set out in Attachment 2. Philips & Profound 2.7 The Parties may agree in writing on additional terms and conditions defined for certain parts of the Territory in local agreements, if any (hereinafter “Local Agreements”). This Agreement sets out the principles and framework for the underlying Local Agreements. In case of conflict between the Local Agreements and this Agreement, this Agreement will prevail, unless explicitly agreed otherwise in writing in a Local Agreement (using the words “notwithstanding the terms of the Resale Purchase Agreement, the Parties expressly agree”), it being understood that quality, sustainability and liability in respect of the Product cannot be deviated locally from the terms of this Agreement. As of the Effective Date, there are no local agreements. 2.8 The Parties will meet from time to time (but not less than one time per year) as mutually agreed by the parties to discuss efficiency increases, product and technology roadmaps, price/performance ratio of Products, cost and quality issues, Supplier’s and Buyers performance hereunder, market conditions, and all other issues which the Parties may deem appropriate, including, conducting meetings of the Joint Steering Committee (as defined in the Purchase Agreement) in accordance with the schedule for meetings of the Joint Steering Committee as contemplated by the Purchase Agreement. 2.9 Buyer will use commercially reasonable efforts to engage in the marketing and promotion of the Products in the Territory, through such means as personal contact with prospective customers, distribution of Product literature and the like in accordance with Attachment 4. Supplier will use commercially reasonable efforts cooperate with Buyer in the promotion of the Products in accordance with Attachment 4. Each Party agrees to adhere to the COCIR Code of Conduct in its efforts to promote the Product. 2.10 Except for connecting the Product to Philips Equipment, Buyer shall not modify, reverse engineer, disassemble, decompile, decode, copy, duplicate, change or alter the Product or any parts or components thereof unless with Supplier’s prior written consent.