Common use of Termination inventory Clause in Contracts

Termination inventory. (a) Within thirty (30) days after the termination of this Agreement, Licensee shall prepare and deliver to Licensor a written summary of RemoteMDx Product and Product Marketing Materials remaining in its inventory, including work in process. (b) Licensor shall have the option, exercisable within ten (10) days after receipt of the written inventory received from Licensee, to purchase all or any portion of RemoteMDx Products for a purchase price equal to Licensee’s cost. Licensee shall deliver to Licensor the RemoteMDx Product purchased, within five (5) days after receipt of notice exercising its option to purchase, and Licensor shall pay the purchase price within thirty (30) days after receipt of all items purchased. Unless otherwise expressly agreed by Licensee, all RemoteMDx Product deliveries shall be made FCA Incoterms 2000, Licensee’s place of shipment, with shipping costs and insurance paid by Licensor. Title to RemoteMDx Products shall pass to Licensor upon full payment for the RemoteMDx Products. Licensor shall bear all risk of loss or damage to RemoteMDx Products during transit, and is responsible for filing any necessary claims with the carrier or insurance company. (c) For a period of one (1) year after the expiration of Licensor’s option to purchase inventory under this Section 9.6, Licensee may complete work in process, place finished RemoteMDx Product in service to customers and use all Product Marketing Materials remaining in inventory, on a non-exclusive basis and in accordance with all of applicable terms of this Agreement. Any items in the inventory, including RemoteMDx Product manufactured by or for Licensee, not sold and remaining after the selling period provided for in this Section 9.6 shall be delivered to Licensor, disposed of, or destroyed in accordance with Licensor’s written instructions.

Appears in 1 contract

Sources: Distribution and License Agreement (Remote MDX Inc)

Termination inventory. (a) Within thirty (30) days after the termination of this Agreement, Licensee shall prepare and deliver to Licensor a written summary of RemoteMDx Volu-Sol Product and Product Marketing Materials remaining in its inventory, including work in process. (b) Licensor shall have the option, exercisable within ten (10) days after receipt of the written inventory received from Licensee, to purchase all or any portion of RemoteMDx Volu-Sol Products for a purchase price equal to Licensee’s cost. Licensee shall deliver to Licensor the RemoteMDx Volu-Sol Product purchased, within five (5) days after receipt of notice exercising its option to purchase, and Licensor shall pay the purchase price within thirty (30) days after receipt of all items purchased. Unless otherwise expressly agreed by Licensee, all RemoteMDx Volu-Sol Product deliveries shall be made FCA Incoterms 2000, Licensee’s place of shipment, with shipping costs and insurance paid by Licensor. Title to RemoteMDx Volu-Sol Products shall pass to Licensor upon full payment for the RemoteMDx Volu-Sol Products. Licensor shall bear all risk of loss or damage to RemoteMDx Volu-Sol Products during transit, and is responsible for filing any necessary claims with the carrier or insurance company. (c) For a period of one (1) year after the expiration of Licensor’s option to purchase inventory under this Section 9.6, Licensee may complete work in process, place finished RemoteMDx Volu-Sol Product in service to customers and use all Product Marketing Materials remaining in inventory, on a non-exclusive basis and in accordance with all of applicable terms of this Agreement. Any items in the inventory, including RemoteMDx Volu-Sol Product manufactured by or for Licensee, not sold and remaining after the selling period provided for in this Section 9.6 shall be delivered to Licensor, disposed of, or destroyed in accordance with Licensor’s written instructions.

Appears in 1 contract

Sources: Distribution and License Agreement (Activecare, Inc.)