Common use of Appointment of Subdistributors Clause in Contracts

Appointment of Subdistributors. Distributor may appoint any subdistributor, dealer or other agent (“Subdistributor”) to market, sell and promote Products in the Territory or otherwise to perform any of Distributor’s obligations under this Agreement subject to the following conditions: (a) Distributor shall enter into an agreement with such Subdistributor which requires, at a minimum, that the Subdistributor shall not look to Response, and as between Response and Distributor shall look solely and exclusively to Distributor, for any compensation of any kind, including, without limitation, any termination indemnities, payments, commission, bonuses or other benefits; and (b) such Subdistributor shall expressly acknowledge in writing that (i) its agreement with Distributor is subject to and subordinate in all respects to the terms and conditions of this Agreement and it has no rights with respect to the Products greater than the rights of Distributor under this Agreement, and (ii) it is familiar with and shall comply with all applicable responsibilities, obligations, restrictions and limitations of Distributor set forth in this Agreement. Irrespective of such agreement and acknowledgement, Distributor shall remain responsible and liable for the full and faithful performance of Distributor’s obligations under this Agreement, including any duty(ies) or obligation(s) under this Agreement delegated, expressly or by implication, by Distributor to any Subdistributor appointed by Distributor.