Common use of Distributor’s Duties Clause in Contracts

Distributor’s Duties. Distributor shall: (a) submit its non-cancelable orders for the Products by written purchase order, it being agreed that the terms and conditions of Distributor's standard purchase order form shall not apply to transactions pursuant to this Agreement; (b) pay for such orders * net * from date of invoice (excluding only the Initial Order) in U.S. dollars and payment shall be made by wire transfer, check or letter of credit approved by Manufacturer; all prices are quoted FOB Bethlehem, Pennsylvania, USA. Past due amounts incur interest at the rate of * of the invoice amount per month or the highest rate allowable by law, whichever is less; (c) provide to its customers instructions in the use of the Products and field service for such products in accordance with product information provided by Manufacturer; (d) purchase the minimum commitment as per Attachment A-1. and use its best efforts to exceed these minimum commitments; (e) refrain, outside the Territory and in relation to the Products, from seeking customers, from establishing any branch and from maintaining any distribution depot; (g) not give any warranties, above and beyond those in Article 9 hereto, to any end-use customers; (h) provide instruction and assistance on compliance with any regulatory and labeling requirements of the Territory; However, Manufacturer remains solely responsible for compliance with all regulatory and labeling requirements of the Territory - in its role as holder of the ANDA. (i) cooperate to a reasonable degree with Manufacturer to obtain any regulatory approval of the Products as required by the Territory; (j) not use sub-distributors or any other agent, other than itself, without the prior written consent of the Manufacturer; (k) have a Dedicated Head of Sales for the Hospital Market in place upon signing this Agreement; (l) have a minimum of five (5) Hospital Market Field Sales Representatives in place within 3 months of signing this Agreement (one in each of the Manufacturer defined US Regions). A reasonable number will be added upon the launch of Sevoflurane as per mutual agreement between Manufacturer and Distributor; (m) provide monthly unit sales broken down by product, size and by hospital specific DEA code to Manufacturer within thirty (30) days of the end of the preceding month; (n) register all products with correct NDC's and provide this information to the Manufacturer.

Distributor’s Duties. The Distributor shallshall have the following duties: (a) submit its non-cancelable orders The Distributor agrees, as agent for the Products by written purchase orderTrust, that all orders to create Shares in Creation Unit size aggregations must be placed with the Distributor and it being agreed that is the terms responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and conditions of Distributor's standard purchase order form shall not apply to transactions pursuant to this Agreement;in accordance with the provisions thereof. (b) pay for The right granted to the Distributor to receive all orders to create Shares in Creation Unit size aggregations and to transmit such orders * net * from date of invoice (excluding only to the Initial Order) in U.S. dollars and payment Trustee shall be made by wire transferexclusive, check and no other principal underwriter or letter of credit approved by Manufacturerdistributor shall be granted such right; all prices are quoted FOB Bethlehemprovided, Pennsylvaniahowever, USA. Past due amounts incur interest at that nothing herein shall affect or limit the rate of * right and ability of the invoice amount per month Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the highest rate allowable Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for Shares granted to the Distributor may be waived by lawthe Distributor by notice to the Trust and the Sponsor in writing, whichever is less;either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) provide to its customers instructions in At the use request of the Products Trust and field service for such products the Sponsor, the Distributor shall enter into Participant Agreements between and among participating parties, the Distributor and the Trustee, in accordance with product information provided by Manufacturer;the provisions of the Registration Statement and current Prospectus and in the form attached hereto as Exhibit B. The Distributor shall make available for inspection during normal business hours at its offices at 1625 Broadway, Suite 2200, Denver, CO 80202, a list of participating ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Agreements with the Distributor and the Trustee. (d) purchase Except as otherwise noted in the minimum commitment as Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Attachment A-1. Creation Unit calculated in the manner described in the Registration Statement and use its best efforts to exceed these minimum commitments;current Prospectus. (e) refrainIn performing its duties hereunder, outside the Territory Distributor shall act in conformity with the Trust Agreement and Indenture, Registration Statement and the then-current Prospectus relating to Shares and the Trust and with the instructions and directions of the Sponsor and Trustee of the Trust, and will comply with and conform in relation all material respects to the Productsrequirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD"). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of Shares, and nothing herein contained shall prevent the Distributor from seeking customers, from establishing any branch and from maintaining any entering into like distribution depot;arrangements with other investment companies. (g) The Distributor shall be responsible for reviewing and filing any sales literature or advertising material (including material disseminated through radio, television or other electronic media) of the Trust with the NASD to the extent required by the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder, and by the rules and regulations of the NASD. All such materials must be approved by the Distributor, in writing, prior to first use. The Distributor is not authorized to give any warrantiesinformation or to make any representations other than those contained in the Registration Statement or current Prospectus, above and beyond those as amended from time to time, or contained in Article 9 hereto, reports to any end-use customers;Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) provide instruction The Distributor shall consult with the Sponsor and assistance on compliance the Trust with any regulatory respect to the production and labeling requirements printing of the Territory; However, Manufacturer remains solely responsible for compliance prospectuses to be used in connection with all regulatory and labeling requirements creations by new creators of the Territory - in its role as holder Creation Unit aggregations of the ANDAShares. (i) cooperate In performing its duties hereunder the Distributor shall be entitled to a reasonable degree with Manufacturer rely on and shall not be responsible in any way for information provided to obtain any regulatory approval of the Products as required it by the Territory;Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (j) The Distributor has, as of the date hereof, and shall at all times have and maintain, net capital of not use subless than that required by Rule 15c3-distributors 1 of the 1934 Act, or any other agent, other than itself, without successor provision thereto. In the prior written consent event that the net capital of the Manufacturer; (k) have a Dedicated Head of Sales for Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Hospital Market in place upon signing this Agreement; (l) have a minimum of five (5) Hospital Market Field Sales Representatives in place within 3 months of signing this Agreement (one in each of the Manufacturer defined US Regions). A reasonable number will be added upon the launch of Sevoflurane as per mutual agreement between Manufacturer and Distributor; (m) Distributor shall promptly provide monthly unit sales broken down by product, size and by hospital specific DEA code to Manufacturer within thirty (30) days of the end of the preceding month; (n) register all products with correct NDC's and provide this information notice to the ManufacturerTrustee and the Sponsor of such event.

Distributor’s Duties. Distributor shallDistributor's duties hereunder shall include, but not be limited to: (a) submit its non-cancelable orders for fully and accurately advising present and potential Customers within the Products by written purchase orderSales Territory of Product prices, it being agreed that the terms and conditions of Distributor's standard purchase order form shall not apply to transactions pursuant to this Agreementsale; (b) pay regularly and diligently soliciting Products orders from present and potential Customers within the Sales Territory for such orders * net * from date of invoice (excluding only use within the Initial Order) in U.S. dollars and payment shall be made by wire transfer, check or letter of credit approved by Manufacturer; all prices are quoted FOB Bethlehem, Pennsylvania, USA. Past due amounts incur interest at the rate of * of the invoice amount per month or the highest rate allowable by law, whichever is lessSales Territory; (c) provide making regular sales calls or solicitations upon present and potential Customers within the Sales Territory and such other calls or solicitations as SecureAlert may, from time to its customers instructions in the use of the Products and field service for such products in accordance with product information provided by Manufacturertime, reasonably direct; (d) purchase promptly distributing to all present and potential Customers located within the minimum commitment Sales Territory all SecureAlert promotional materials, offers and consideration relating to the Products, as per Attachment A-1. and use its best efforts to exceed these minimum commitmentsappropriate; (e) refrainconsulting with and furnishing information to SecureAlert concerning Customers' requirements and other matters which may affect Product sales in the Sales Territory; (f) establishing and operating a call center, outside including engaging a sufficient number of trained professional staff and procuring sufficient facilities and subject to Section 5 below, performing monitoring services concerning the Territory Products and in relation to Clients (as defined below) without the Products, from seeking customers, from establishing any branch and from maintaining any distribution depotassistance of SecureAlert; (g) not give coordinating problem resolution with third parties, including cellular carriers and other service carriers, and obtaining sufficient cellular carrier services to address voice and data service coverage to meet Distributor's needs and the needs of any warranties, above and beyond those in Article 9 hereto, to any end-use customersthird party requesting monitoring of Clients; (h) provide instruction retaining, together with the Customers, complete authority for case selection (subject to Section 6.7(d)), management and assistance on compliance administration with any regulatory and labeling requirements of the Territory; Howeverrespect to each Client, Manufacturer remains solely responsible for compliance including monitoring responsibility with all regulatory and labeling requirements of the Territory - in its role as holder of the ANDA.respect to each Client; (i) cooperate identifying and making available Distributor staff and/or equipment that complies with SecureAlert's policies as in effect from time to a reasonable degree with Manufacturer to obtain any regulatory approval of the Products as required by the Territorytime; (j) not use sub-distributors making any representations or giving any warranties or other agent, other than itself, without the prior written consent benefits in favor of the ManufacturerCustomers or proposed Customers or to the detriment of SecureAlert beyond those contained in SecureAlert's then current conditions of sale; (k) have a Dedicated Head of Sales for reporting full information to SecureAlert to enable SecureAlert to ensure that the Hospital Market in place upon signing this AgreementProducts meet local regulations relating to health, safety, environment, labeling and the like; (l) have refraining from any act or practice that (i) might tend to diminish or inhibit Product sales or in any way adversely reflect upon SecureAlert or (ii) constitutes a minimum violation of five (5) Hospital Market Field Sales Representatives in place within 3 months of signing this Agreement (one in each of the Manufacturer defined US Regions). A reasonable number will be added upon the launch of Sevoflurane as per mutual agreement between Manufacturer and Distributorapplicable law; (m) provide monthly unit sales broken down by productrefraining from promoting, size and by hospital specific DEA code to Manufacturer within thirty (30) days soliciting or otherwise participating in the sale in the Sales Territory of products that compete directly or indirectly with the end of the preceding monthProducts; (n) register refraining from changing Product labels or containers, repackaging the Products or otherwise presenting or marketing the Products in competition with or as similar substitute items for other products of SecureAlert sold in the Sales Territory; (o) furnishing to SecureAlert copies of all proposed advertising, technical, sales and other materials relating to Products and refraining from or discontinuing the use of any such materials which in the opinion of SecureAlert are inappropriate or misleading or may subject SecureAlert to liability; (p) supplying SecureAlert with such reports and other information as SecureAlert may reasonably request from time to time; (q) refraining from (i) acting in any manner that could expose SecureAlert to any liability and (ii) pledging or purporting to pledge SecureAlert's credit; (r) informing SecureAlert of any actual or, to Distributor's knowledge, reasonably likely, infringements of its Intellectual Property rights and assisting SecureAlert in the safeguarding of such legal rights; (s) not disputing the right of SecureAlert to its trademarks and not registering or having registered in any country any word or symbol whatsoever for the Products or any of SecureAlert's other products with correct NDC's or products under development; (t) not disputing the ownership by SecureAlert of all Intellectual Property rights in and provide this information to the ManufacturerProducts, Software or Support Services, regardless of (i) whether any such rights were conceived by, were created by, or initially accrue to Distributor or (ii) when such rights came into existence; (u) not marketing the Products (i) for sale, delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with SecureAlert, (ii) for sale inside the Sales Territory if the Products is ultimately destined for delivery or use outside the Sales Territory, unless otherwise agreed in writing in advance with SecureAlert or (iii) for sale, delivery or use in any manner other than the Permitted Use; (v) not marketing the Products (i) for sale and delivery other than to Customers, unless otherwise agreed in writing in advance with SecureAlert, or (ii) for sale to Customers, if the Products are ultimately destined for delivery to or use by persons other than Customers, unless agreed in writing in advance with SecureAlert; (w) without limiting the obligations in Section 1.3, not developing, creating, improving or assisting any third party to develop, create or improve, any product, software or service that competes directly or indirectly with the Products, Software or Support Services; (x) exporting the Products from the United States, importing the Products into the Sales Territory, including obtaining licenses, paying all duties, clearing customs, transporting, and such other related activities as may be necessary to export, import, inspect, transport and store the Products; (y) complying, at its sole expense, with all Laws applicable to the performance of its duties under this Agreement and to the operation of this Agreement, including the filing of all documents and obtaining of all permits, authorizations and the like required by the Laws of all the jurisdictions in the Sales Territory; and (z) paying all expenses of and incidental to the distributorship obligations hereunder incurred by the Distributor, including all acquisition, payment and maintenance costs of all hardware and software associated with the Distributor's operations, including, without limitation, server hardware, network equipment, third party software licenses, telephony infrastructure, cellular carrier fees (including certification and service subscriptions), optional software services integrated local government fees, local government certification fees and operational fees and fees to facilitate language localization associated with the Products and Software.