Exclusive Distribution Arrangements Sample Clauses
An Exclusive Distribution Arrangements clause establishes that a supplier grants a distributor the sole right to sell or distribute certain products within a defined territory or market segment. In practice, this means the supplier agrees not to appoint other distributors or sell the products directly in that area, and the distributor may be required to meet specific sales targets or performance standards. The core function of this clause is to protect the distributor’s investment and efforts by preventing competition from the supplier or other distributors in the agreed region, thereby incentivizing the distributor to actively promote and sell the products.
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Exclusive Distribution Arrangements. (a) Parent represents and warrants that Schedule 3.2(a) sets forth a complete and accurate list of all life insurance and annuity products issued by a Travelers Insurer and distributed by a Domestic Parent Distributor in the United States on behalf of a Travelers Insurer on the date of this Agreement, the identity of each Domestic Parent Distributor that distributes each such product and whether or not a Travelers Insurer is the exclusive provider of such product to such Domestic Parent Distributor.
(b) During the First Term, each Travelers Insurer shall have the right to be the exclusive provider in the United States of any Exclusive Product to any Domestic Exclusive Parent Distributor. During the Second Term, each Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to each Domestic Exclusive Parent Distributor of each Exclusive Product distributed by such Domestic Exclusive Parent Distributor on the date of this Agreement. During the First Term, Parent shall not make any change in the Parent Standards and Practices (except changes that may be reasonably appropriate to comply with applicable Law) that would conflict with the rights granted to the Travelers Insurers under the first sentence of this Section 3.2(b).
(c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(d)), prior to the earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005, (x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an Exclusive Product.
Exclusive Distribution Arrangements. During the First Term, each Insurance Company shall have the right to be the exclusive provider in the Territory of each Product, if any, as to which such Insurance Company is the exclusive provider to Distributor of such Product in the Territory (whether pursuant to a written agreement or de facto) on the date of this Agreement and identified on Schedule A as an exclusive product (collectively, the “Exclusive Products”). During the Second Term, each such Insurance Company shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to Distributor of each Exclusive Product distributed by Distributor on the date of this Agreement.