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...
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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.
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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.
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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.
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Related to Distributor Performance Obligations

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Performance Obligation 11.1 Interconnection Customer's Interconnection Facilities 11.2 Participating TO's Interconnection Facilities 11.3 Network Upgrades and Distribution Upgrades

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Customer Obligations 5.1 Except to the extent that Sonardyne has agreed to provide specified consultancy Services regarding Product selection, the Customer shall be responsible for its own Product selection and for ensuring the suitability of the Products for the required purpose. 5.2 The Customer is responsible for obtaining all necessary consents, licences and permits relating to its use of the Products and/or Services. 5.3 The Customer shall accept delivery and shipment of the Products in accordance with the provisions of clause 6 below. 5.4 The Customer shall indemnify, defend, hold harmless and release Sonardyne at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Sonardyne as a result of: Sonardyne following any designs, specifications, instructions or other reliance on Customer Material; any claim that the Customer Materials, or any part of them infringe any rights of any third parties, including any Intellectual Property Rights; the Customer having failed to install, commission or use the Products using suitably experienced and trained personnel or in accordance with instructions and licences supplied by Sonardyne and/or the manufacturer of the Products. 5.5 The Customer shall inspect the Products upon receipt and notify any defect in them to Sonardyne in writing within 48 hours of Shipment. If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer. 5.6 The Customer shall allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products. The Customer shall keep an accurate list of the details of all Products including their location and shall provide an up to date copy to Sonardyne upon request. 5.7 The Customer shall use and maintain the Products in a skilful and proper manner and in accordance with any operating instructions issued for them, and to ensure that the Products are operated and used by properly skilled and trained personnel. 5.8 The Customer shall clean and keep the Products at its own expense at all times in good condition (fair wear and tear excepted) making available to Sonardyne full records thereof. 5.9 The Customer shall make no alteration to the Products and not remove any existing components or identification markings from the Products, unless it is removed in the ordinary course of repair and maintenance (including the removal and replacement of batteries and other consumables, which shall be the responsibility of the Customer) in which case as soon as practicable, a replacement shall be fitted. 5.10 The Customer shall be responsible for the safe usage of the Products and shall comply with all statutory and other obligations of all kinds in relation to the Products and the use of them and at its own expense add to or install with the Products any safety or other equipment required by any applicable law or regulation to be so added or installed for the safe use of the Products. 5.11 The Customer shall protect the Products against distress, execution or seizure. 5.12 The Customer shall operate the Products in accordance with applicable export licencing and permit regulations and shall immediately notify Sonardyne of any breach of the same. 5.13 The Customer shall be liable for any loss, theft, damage or destruction of or to the Products, howsoever caused, (inclusive of whilst in transit), fair wear and tear excepted. 5.14 The Customer shall be liable for the provision of insurances against all liability to third persons for death, personal injury and damage to, or loss of property arising directly or indirectly, out of the use, possession, or operation of the Products for such amount as is prudent in all the circumstances. 5.15 The Customer shall not sell or offer for sale, assign, mortgage or pledge, any of the Products or allow the creation of any charge, encumbrance, lien, or other interest to arise over them. 5.16 The Customer shall be responsible for all losses and liabilities (including legal expenses on a full indemnity basis) arising from the Customer's breach of this Agreement, or from the possession or use by the Customer of the Products or their repossession. 5.17 The Customer shall on or before the expiration or termination of the Hire Term return the Products to Sonardyne at the Customer’s cost, to such address as Sonardyne shall reasonably require (or otherwise to Sonardyne’s head office). In the event of failure to so do, the Customer shall allow Sonardyne and its representatives (and shall ensure that any third parties also allow) access to any premises where the Products are located for the purpose of performing such return at the cost and expense of the Customer. The Customer shall accurately notify Sonardyne in writing of the location/s of the Products upon request. 5.18 The Customer shall continue to pay the Charges for the hire of the Products until returned to Sonardyne. 5.19 In the event that the Products are lost during the Hire Term the Customer shall pay to Sonardyne on demand the full replacement price of any lost item unless otherwise agreed between the parties.

  • Supplier Obligations (a) Supplier shall not access (including remote access), copy, use or other process any Personal Information to be less than expressly necessary for the provision of the services subject to this Purchase Order. Supplier will ensure that the Supplier that all its obligations in relation to the processing of Personal Information by force of this Purchase Order are applied employees and representatives. (b) Supplier shall process the Data from the Novartis on your behalf only through the novartis' express instructions and will process such data exclusively for the purposes set out in this Purchase Order and in the form necessary for the implementation of the services contracted herein. (c) Where supplier is obliged to disclose any Personal Information and/or Personal Information Novartis obtained under this purchase order, due to the request for competent authority, it shall communicate immediately to Novartis on this request and always get your consent to any disclosure. (d) Supplier shall ensure strict confidentiality of Novartis Data and/or Personal Information to which you have had access during the execution of the services now contracted and not transmit or otherwise disclose this Data and/or Personal Information to third parties. (e) Supplier may not subcontract or transfer to third parties the rights and obligations assumed through this Purchase Order without the prior written consent of the Novartis. Novartis will authorize the subcontracting or transfer only if the Supplier to establish with the subcontractor a written agreement by assigning to the subcontractor the rights and obligations assigned to it, under this Purchase Order. No notwithstanding the foregoing, the Supplier will remain fully responsible for the fulfillment of its obligations and the subcontractor, under this Purchase Order. (f) Supplier shall comply with all obligations relating to the Data Security of the Novartis and/or Personal Information to which have access, equivalent to those imposed on the Novartis, and shall adopt and implement all technical and organizational measures to adequately protect Novartis Data against any change, use and disclosure not accidental loss or destruction or illegal. (g) Supplier shall, upon Novartis request or at the end of this Purchase Order, destroy or return to Novartis all Personal Information and/or Personal Data of Novartis collected, stored and processed in the scope of this Purchase Order as well as all materials or documents generated or used by supplier in the execution of the services subject to this Purchase Order information in which there is any information Novartis' ownership. (h) Supplier shall inform Novartis immediately about any breakage or failure security or privacy of Novartis Data and/or Personal Information and supplier must cooperate with Novartis in the solution of such failures, including data recovery or any other form of remediation. (i) Supplier shall indemnify Novartis for any loss, damage, or complaint arising out of or arising from the non-compliance obligations assumed under this Purchase Order related to processing or implementation of technical and safety measures related to collection, storage and processing of data Novartis and/or Personal Information related to this Purchase Order.