Common use of PERFORMANCE BY DISTRIBUTOR Clause in Contracts

PERFORMANCE BY DISTRIBUTOR. (a) Distributor shall promote the sale of the Product to the Markets in the Territory. Distributor shall make regular calls on the Markets in the Territory and shall advise the Markets both commercially and technically. JTW agrees to support Distributor in its research and sales efforts. (b) Distributor shall provide to JTW annual written reports on Distributor's efforts, and Distributor shall participate in quarterly informational meetings with JTW representatives, regarding the activity of any competitors and the Distributor's activity during the period. (c) During each twelve month period extending from January 1 of one calendar year through December 31 of the immediately following calendar year (the "Twelve Month Period") that this Agreement is in effect, Distributor shall purchase from JTW (or arrange for the purchase from JTW by a designee approved by JTW pursuant to Section 2(e) above) no less than a certain agreed upon aggregate minimum purchase quantity of the Product. The annual aggregate minimum purchase quantity for the Product for the Twelve Month Period beginning as of January 1, 2003 is set forth on Schedule C attached hereto. The annual aggregate minimum purchase quantity shall be renegotiated in good faith annually taking into account without limitation the previous years sales, market conditions, discontinued Product, the efficacy and time to market of any substitute or replacement Product, and any price changes; in no event shall the annual aggregate minimum purchase quantity ever be less than the quantity indicated on Schedule C attached hereto or less than ninety percent (90%) of the actual aggregate quantity of the Product purchased by Distributor during the immediately preceding Twelve Month Period. The annual aggregate minimum purchase quantity for a given Twelve Month Period must be agreed upon no later than July 30th of such Twelve Month Period. The annual aggregate minimum purchase quantity for the Product for such Twelve Month Period shall be the greater of the quantity indicated on Schedule C attached hereto or ninety percent (90%) of the actual aggregate purchase quantity of the Product purchased by Distributor during the immediately preceding Twelve Month Period. If production and sale of a Product is discontinued by JTW and if JTW and Distributor are unable to agree upon a substitute for the discontinued Product, then the annual aggregate minimum purchase quantity for the Product for the Twelve Month Period in which such discontinuance takes place shall be reduced by an amount of Product equal to the percentage of such annual aggregate minimum purchase quantity which is equal to (i) the actual amount of the discontinued Product purchased by Distributor during the immediately preceding Twelve Month Period divided by (ii) the actual aggregate quantity of the Product purchased by Distributor during the immediately preceding Twelve Month Period. (d) Distributor shall obtain and maintain at its own expense during the term of this Agreement, and any renewal or extension thereof, any license or registration required under the applicable law for it and JTW to be able to sell and distribute the Product pursuant to this Agreement. JTW agrees to cooperate as needed in the course of Distributor's efforts to obtain and maintain such licenses and registrations. Further, Distributor shall keep JTW apprised of all requirements imposed by any state within the Territory. (e) While this Agreement is in effect the Distributor shall not market or sell to the Markets in the Territory any Product that compete with the Product without JTW's prior written consent.

PERFORMANCE BY DISTRIBUTOR. (a) Distributor shall Di▇▇▇▇▇▇▇▇▇ ▇hall promote the sale of the Product Products to the Markets in the Territory. Distributor shall make regular calls on the Markets in the Territory and shall advise the Markets on both commercially commercial and technicallytechnical matters. JTW Stockhausen agrees to provide advisory support to Distributor in its research ▇▇▇ ▇▇▇▇arch and sales effortsefforts of a quantity, nature and duration determined by Stockhausen in its sole discretion. (b) Distributor shall provide to JTW shal▇ ▇▇▇▇▇▇▇ ▇o Stockhausen monthly and annual written reports in form and sub▇▇▇▇▇▇ ▇▇▇▇ptable to Stockhausen on Distributor's effortsefforts and sales, and Distributor shall participate Distributo▇ ▇▇▇▇▇ ▇▇▇ticipate in quarterly informational meetings with JTW Stockhausen representatives, regarding the activity of any competitors and com▇▇▇▇▇▇▇▇ ▇▇d the Distributor's activity during the period. (c) During each twelve month period extending from January 1 of one calendar year through December 31 of the immediately following calendar year (the "Twelve Month Period") that this Agreement is in effect, Distributor shall purchase from JTW Stockhausen (or arrange for the purchase from JTW Stockhausen by a designee approved ▇▇▇▇▇▇▇▇ ▇pproved by JTW Stockhausen pursuant to Section 2(eSecti▇▇ ▇(▇) above) no less than a certain agreed cer▇▇▇▇ ▇▇▇▇▇▇ upon aggregate minimum purchase quantity of the ProductProducts. The annual aggregate minimum purchase quantity for the Product Products for the Twelve Month Period Periods beginning as of January 1, 2002, January 1, 2003 is and January 1, 2004 are set forth on Schedule C D attached hereto. The Thereafter, the annual aggregate minimum purchase quantity shall be renegotiated in good faith annually taking into account without limitation the previous years sales, market conditions, discontinued ProductProducts, the efficacy and time to market of any substitute or replacement ProductProducts, and any price changes; in . In no event event, however, shall the annual aggregate minimum purchase quantity ever be less than the quantity for January 1, 2004 indicated on Schedule C D attached hereto or less than ninety percent (90%) of the actual aggregate quantity of the Product Products purchased by Distributor during the immediately preceding Twelve Month Period. The parties will use good faith efforts to agree upon the annual aggregate minimum purchase quantity for a given the next Twelve Month Period must be agreed upon no later than July 30th December 31 of such the current Twelve Month Period. The annual aggregate minimum purchase quantity for the Product Products for such Twelve Month Period shall be the greater of the quantity for January 1, 2004 indicated on Schedule C D attached hereto or ninety percent (90%) of the actual aggregate purchase quantity of the Product Products purchased by Distributor during the immediately preceding Twelve Month Period. If production and sale of a Product is discontinued by JTW Stockhausen and if JTW and Distributor are unable such discontinued Product is not replaced b▇ ▇ ▇▇▇▇▇▇▇ment Product pursuant to agree upon a substitute for the discontinued ProductSection 2(d) hereof, then the annual aggregate minimum purchase quantity for the Product Products for the Twelve Month Period in which such discontinuance takes place shall be reduced by an amount of Product Products equal to the percentage of such annual aggregate minimum purchase quantity which is equal to (i) the actual amount of the discontinued Product purchased by Distributor during the immediately preceding Twelve Month Period divided by (ii) the actual aggregate quantity of the Product Products purchased by Distributor during the immediately preceding Twelve Month Period. (d) Stockhausen shall maintain during the term of this Agreement, and ▇▇▇ ▇▇▇ewal or extension thereof, the labeling registrations required under the applicable state law, if any, for it to be able to sell and distribute the Products in each respective state. All reasonable costs associated with maintaining such registrations shall be reimbursed by Distributor to Stockhausen upon written request by Stockhausen. Distributor shall obtain ▇▇▇▇▇▇ and maintain at its own expense during the term of this Agreement, and any renewal or extension thereof, any license other licenses or registration registrations required under the applicable law for it and JTW Stockhausen to be able to sell and distribute the Product pursuant to this Products pur▇▇▇▇▇ ▇▇ ▇▇is Agreement. JTW Stockhausen agrees to cooperate as needed reasonably necessary in the course of ▇▇▇▇▇▇ ▇▇ Distributor's efforts to obtain and maintain such other licenses and registrations. Further, Distributor shall keep JTW Stockhausen apprised of all requirements imposed by any state within the ▇▇▇▇▇▇ ▇▇▇ Territory. (e) While this Agreement is in effect effect, the Distributor shall not market or sell to the Markets in the Territory any Product products that compete with the Product Products without JTWStockhausen's prior written consent.